60-day extension to file a late Form 8996 self-certifying as a Qualified Opportunity Fund

Plain-English summary

A company set up to be a Qualified Opportunity Fund (QOF), the investment
vehicle that lets investors defer and reduce tax on capital gains put into
economically distressed Opportunity Zones, missed the deadline to certify
itself. To become a QOF, an entity must file Form 8996 with its timely return
under § 1400Z-2 and Treas. Reg. § 1.1400Z2(d)-1. This taxpayer relied on its
tax advisor, and the Year 1 Form 8996 was never filed on time. The taxpayer
asked for 9100 relief (Treas. Reg. §§ 301.9100-1 and 301.9100-3) to file
late. Because the taxpayer reasonably relied on a qualified tax professional
who failed to make the election, and none of the disqualifying factors (like
hindsight) applied, the IRS found it acted reasonably and in good faith and
that relief would not prejudice the government. It granted 60 days to file the
Form 8996 with an amended return. This matters to Opportunity Zone investors
whose fund forgot to self-certify: the QOF status can still be salvaged.

Ruling snapshot

• Question: May the taxpayer get an extension of time to file a late Form 8996 to self-certify as a Qualified Opportunity Fund?
• Outcome: Approved (60-day extension granted)
• Key authorities: IRC § 1400Z-2(d); Treas. Reg. §§ 1.1400Z2(d)-1(a)(2)(i), 301.9100-1, 301.9100-3

Full text (IRS public release)

Internal Revenue Service
Department of the Treasury
Washington, DC 20224

Number: 202617009
Release Date: 4/24/2026
Index Number: 9100.00-00, 1400Z.02-00

Third Party Communication: None
Date of Communication: Not Applicable

Person To Contact: --------------------, ID No. -----------------
Telephone Number: --------------------
Refer Reply To: CC:ITA:B04
PLR-115179-25
Date: January 28, 2026

LEGEND

Taxpayer = --------------------
Parent = --------------------
Tax Advisor = --------------------
Tax Year = --------------------
State Z = --------------------
Year 1 = --------------------
Date 1 = --------------------
Date 2 = --------------------

Dear ---------------:

This letter responds to Taxpayer's request, dated Date 1, submitted by Parent on behalf of Taxpayer. Specifically, Taxpayer requests an extension of time, under §§ 301.9100-1 and 301.9100-3 of the Procedure and Administration Regulations, to file Taxpayer's Form 8996, Qualified Opportunity Fund, to make an election, under § 1.1400Z2(d)-1(a)(2)(i) of the Income Tax Regulations, to: (1) self-certify as a qualified opportunity fund ("QOF"), as defined in § 1400Z-2(d) of the Internal Revenue Code; and (2) be treated as a QOF, effective as of the month Taxpayer was formed.1

This letter ruling is being issued electronically in accordance with Rev. Proc. 2025-1, 2025-1 I.R.B. 1. A paper copy will not be mailed.

1 Unless otherwise specified, all "section" or "§" references are to sections of the Internal Revenue Code or the Treasury Regulations (26 CFR Part 1) or (26 CFR Part 301) as applicable.

FACTS

Based on the provided information and representations, Taxpayer was organized, on Date 2, as a limited liability company, under the laws of State Z, and is a corporation for tax purposes and a member of Parent's consolidated group. Taxpayer was organized for the purpose of qualifying as a QOF and investing indirectly in qualified opportunity zone property as defined in § 1400Z-2(d)(2). Taxpayer represents that it is eligible to make an election to be recognized as a QOF for Year 1. Taxpayer uses an accrual method of accounting and has a taxable year end of Tax Year.

Taxpayer was unaware of the all the requirements for Taxpayer to be treated as a QOF and therefore relied on Tax Advisor to ensure Taxpayer qualified as a QOF for Year 1. However, due to various circumstances, Taxpayer's Year 1 Form 8996 was not timely filed.

LAW AND ANALYSIS

Section 1400Z-2(e)(4)(A) directs the Secretary to prescribe regulations for rules for the certification of QOFs. Section 1.1400Z2(d)-1(a)(2)(i) provides that the self-certification of a QOF must be timely filed and effectuated annually in such form and manner as may be prescribed by the Commissioner of Internal Revenue in the Internal Revenue Service forms or instructions, or in publications or guidance published in the Internal Revenue Bulletin.

To self-certify as a QOF, a taxpayer must file Form 8996 with its tax return for the year to which the certification applies. The Form 8996 must be filed by the due date of the tax return (including extensions). The information provided indicates that Taxpayer did not timely file the Form 8996 by the due date of its Year 1 federal income tax return.

Sections 301.9100-1 through 301.9100-3 provide the standards the Commissioner will use to determine whether to grant an extension of time to make a regulatory election. Section 301.9100-3(a) provides that requests for extensions of time for regulatory elections (other than automatic extensions covered in § 301.9100-2) will be granted when the taxpayer provides evidence (including affidavits) to establish that the taxpayer acted reasonably and in good faith and the grant of relief will not prejudice the interests of the Government.

Section 301.9100-1(b) defines the term "regulatory election" as including any election whose due date is prescribed by a regulation published in the Federal Register. Section 1.1400Z2(d)-1(a)(2)(i) sets forth the manner and timing for electing to be a QOF and electing to self-certify as a QOF. As such, these elections are regulatory elections, as defined in § 301.9100-1(b).

Section 301.9100-3(b)(1) provides that a taxpayer is deemed to have acted reasonably and in good faith if the taxpayer—

  (i) requests relief before the failure to make the regulatory election is discovered by the Service;

  (ii) failed to make the election because of intervening events beyond the taxpayer's control;

  (iii) failed to make the election because, after exercising reasonable diligence, the taxpayer was unaware of the necessity for the election;

  (iv) reasonably relied on the written advice of the Service; or

  (v) reasonably relied on a qualified tax professional, and the professional failed to make, or advise the taxpayer to make, the election.

Under § 301.9100-3(b)(3), a taxpayer will not be considered to have acted reasonably and in good faith if the taxpayer—

  (i) seeks to alter a return position for which an accuracy-related penalty has been or could be imposed under § 6662 at the time the taxpayer requests relief, and the new position requires or permits a regulatory election for which relief is requested;

  (ii) was fully informed in all material respects of the required election and related tax consequences but chose not to make the election; or

  (iii) uses hindsight in requesting relief. If specific facts have changed since the original deadline that make the election advantageous to a taxpayer, the Service will not ordinarily grant relief.

Section 301.9100-3(c)(1) provides that the Commissioner will grant a reasonable extension of time to make a regulatory election only when the interests of the Government will not be prejudiced by the granting of relief. Section 301.9100-3(c)(1)(i) provides that the interests of the Government are prejudiced if granting relief would result in a taxpayer having a lower tax liability in the aggregate for all taxable years affected by the election than the taxpayer would have had if the election had been timely made (taking into account the time value of money). Section 301.9100-3(c)(1)(ii) provides that the interests of the Government are ordinarily prejudiced if the taxable year in which the regulatory election should have been made or any taxable year that would have been affected by the election had it been timely made are closed by the period of limitations on assessment under § 6501(a) before the taxpayer's receipt of a ruling granting relief under this section.

Taxpayer represents that it reasonably relied upon a qualified tax professional to make the election to self-certify as a QOF. Taxpayer also represents that none of the circumstances listed in § 301.9100-3(b)(3) apply.

CONCLUSION

Based solely on the facts and information submitted and the representations made in this ruling request, we conclude that Taxpayer has acted reasonably and in good faith, and that the granting of relief would not prejudice the interests of the Government. Accordingly, we grant Taxpayer an extension of 60 days from the date of this letter ruling to file Form 8996 to make the election to self-certify as a QOF under § 1400Z-2 and § 1.1400Z2(d)-1(a)(2)(i) as part of an amended tax return or an administrative-adjustment request (as applicable) for Year 1.

CAVEATS

This ruling is based upon facts and representations submitted by Taxpayer and accompanied by a penalty of perjury statement executed by the appropriate parties. This office has not verified any of the material submitted in support of the request for a ruling. However, as part of an examination process, the Service may verify the factual information, representations, and other data submitted.

This ruling addresses the granting of § 301.9100-3 relief as applied to the election to self-certify Taxpayer as an QOF by filing Form 8996 for Year 1. Specifically, we have no opinion, neither express nor implied, concerning whether any investments made into Taxpayer are qualifying investments as defined in § 1.1400Z-2(a)-1(b)(34), or whether Taxpayer met or meets the requirements under § 1400Z-2 and the regulations thereunder to be a QOF. Further, we express no opinion on whether any interest indirectly owned by Taxpayer qualifies as qualified opportunity zone property, as defined in § 1400Z-2(d)(2), or whether the indirect interest would be treated as a qualified opportunity zone business, as defined in § 1400Z-2(d)(3). Nor do we express any opinion regarding the tax treatment of the instant transaction under the provisions of any other sections of the Internal Revenue Code or Treasury Regulations that may be applicable, or regarding the tax treatment of any conditions existing at the time of, or effects resulting from, the instant transaction.

This ruling is contingent on Taxpayer filing within 60 days of this letter all required returns or amended returns consistent with the relief granted in this letter.

This ruling is directed only to the taxpayer requesting it. Section 6110(k)(3) provides that it may not be used or cited as precedent. Enclosed is a copy of the letter ruling showing the deletions proposed to be made when it is disclosed under § 6110.

In accordance with the Form 2848, Power of Attorney and Declaration of Representative, on file with this office, a copy of this letter is being sent to Taxpayer's authorized representatives.

Sincerely,

Stephen J. Toomey
Senior Counsel, Branch 4
Office of Associate Chief Counsel
(Income Tax & Accounting)

cc: --------------------