120-day extension to make a late check-the-box election for a foreign entity to be disregarded

Plain-English summary

A foreign business entity wanted to be treated for US tax purposes as
"disregarded," meaning its single owner reports its income directly
instead of the entity being taxed as a separate corporation. To do that,
it had to file Form 8832 (the check-the-box election) by a deadline, but
it missed it. Because all its members had limited liability, its default
US classification was as a corporation, the opposite of what it wanted.
The entity asked the IRS for relief under Treasury Regulation
§ 301.9100-3, which lets the Commissioner grant more time for a missed
regulatory election if the taxpayer acted reasonably and in good faith
and granting relief will not hurt the government. The IRS agreed and gave
the entity 120 days from the date of the letter to file the Form 8832. It
matters because a missed entity-classification election can accidentally
lock a business into corporate tax treatment, and § 9100 relief is the
standard fix.

Ruling snapshot

• Question: Should the IRS grant an extension of time to file a late Form 8832 election to have a foreign entity treated as disregarded from its owner?
• Outcome: Approved (120-day extension granted)
• Key authorities: Treas. Reg. § 301.7701-3 (and -2); Treas. Reg. § 301.9100-1, -2, -3; IRC § 6110(k)(3)

Full text (IRS public release)

Internal Revenue Service
Department of the Treasury
Washington, DC 20224

Number: 202619018
Release Date: 5/8/2026
Index Number: 7701.00-00, 9100.00-00, 9100.31-00

Third Party Communication: None
Date of Communication: Not Applicable

Person To Contact:
----------------------------, ID No. --------------
Telephone Number:

Refer Reply To:
CC:PT&E:B01
PLR-116995-25
Date:
February 03, 2026

LEGEND

X = -----------------------------------------
-----------------------
Country = ----------------------
Date = -----------------------

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

This letter is in response to your request dated September 16, 2025, submitted on behalf of X by its authorized representative, requesting an extension of time under § 301.9100-3 of the Procedure and Administration Regulations to file an election under § 301.7701-3 to be treated as an entity disregarded as separate from its owner for federal tax purposes.

FACTS

According to the information submitted, X was formed on Date under the laws of Country. As an entity whose members all had limited liability, X's default classification under § 301.7701-3(b)(2)(i)(B) was as an association taxable as a corporation for federal tax purposes. X intended to elect to be treated as an entity disregarded as separate from its owner for US federal tax purposes effective Date. However, X inadvertently failed to timely file Form 8832, Entity Classification Election, effective Date.

PLR-116995-25 2

LAW AND ANALYSIS

Section 301.7701-3(a) provides, in part, that a business entity that is not classified as a corporation under § 301.7701-2(b)(1), (3), (4), (5), (6), (7), or (8) (an eligible entity) can elect its classification for federal tax purposes. An eligible entity with at least two members can elect to be classified as either an association or a partnership, and an eligible entity with a single owner can elect to be classified as an association or to be disregarded as an entity separate from its owner.

Section 301.7701-3(b)(2) provides guidance on the classification of a foreign eligible entity for federal tax purposes. Generally, a foreign eligible entity is treated as an association if all members have limited liability, unless the entity makes an election to be treated otherwise. A foreign eligible entity with a single member having limited liability may elect to be treated as a disregarded entity pursuant to the rules of § 301.7701-3(c). Section 301.7701-3(c) provides that an entity classification election must be filed on Form 8832 and can be effective up to 75 days prior to the date the form is filed or up to 12 months after the date the form is filed.

Section 301.7701-3(c)(1)(i) provides, in part, that an eligible entity may elect to be classified other than as provided under § 301.7701-3(b), or to change its classification, by filing Form 8832 with the IRS Service Center designated on the form.

Section 301.7701-3(c)(1)(iii) provides, in part, that an election made under § 301.7701-3(c)(1)(i) will be effective on the date specified by the entity on Form 8832 or on the date filed if no such date is specified on the election form. The effective date specified on Form 8832 cannot be more than 75 days prior to the date on which the election is filed and cannot be more than 12 months after the date on which the election is filed. If an election specifies an effective date more than 75 days prior the date it was filed, it will be effective 75 days prior the date it was filed.

Section 301.9100-1(c) provides that the Commissioner may grant a reasonable extension of time to make a regulatory election, or a statutory election (but no more than 6 months except in the case of a taxpayer who is abroad), under all subtitles of the Internal Revenue Code except subtitles E, G, H, and I. Treas. Reg. § 301.9100-1(b) provides that the term "regulatory election" includes an election whose due date is prescribed by a regulation published in the Federal Register or a revenue ruling, revenue procedure, notice, or announcement published in the Internal Revenue Bulletin.

Section 301.9100-2 provides the rules governing automatic extensions of time for making certain elections. Treas. Reg. § 301.9100-3 provides the standards the Commissioner will use to determine whether to grant an extension of time for regulatory elections that do not meet the requirements of § 301.9100-2.

Under § 301.9100-3, a request for relief will be granted when the taxpayer provides the evidence (including affidavits described in § 301.9100-3(e)) to establish to the satisfaction

PLR-116995-25 3

of the Commissioner that (1) the taxpayer acted reasonably and in good faith, and (2) the grant of relief will not prejudice the interests of the Government.

CONCLUSION

Based solely on the information submitted and the representations made, we conclude that the requirements of § 301.9100-3 have been satisfied. Accordingly, X is granted an extension of time of 120 days from the date of this letter to file a Form 8832 with the appropriate service center to elect to be treated as an entity disregarded as separate from its owner for federal tax purposes, effective Date. A copy of this letter should be attached to the Form 8832.

This ruling is contingent on X and its owners filing within 120 days from the date of this letter all income tax or information returns that would have been required to be filed under the Internal Revenue Code for any taxable year consistent with the requested relief being effective Date. A copy of this letter should be attached to any such returns.

Except as specifically set forth above, we express or imply no opinion concerning the federal tax consequences of any aspect of any transaction or item discussed or referenced in this letter. In addition, § 301.9100-1(a) provides that the granting of an extension of time for making an election is not a determination that the taxpayer is otherwise eligible to make the election.

The ruling contained in this letter is based upon information and representations submitted by the taxpayer and accompanied by a penalty of perjury statement executed by an appropriate party. While this office has not verified any of the material submitted in support of the requested ruling, it is subject to verification on examination.

This ruling is directed only to the taxpayer requesting it. According to § 6110(k)(3) of the Internal Revenue Code, this ruling may not be used or cited as precedent.

Under a power of attorney on file with this office, we are sending a copy of this letter to X's authorized representative.

PLR-116995-25 4

Sincerely,

Jeffrey A. Van Hove
Acting Associate Chief Counsel
(Passthroughs, Trusts, and Estates)

By: ________

Christiaan T. Cleary
Senior Technician Reviewer, Branch 1
Office of Associate Chief Counsel
(Passthroughs, Trusts, and Estates)

Enclosure
Copy of letter for § 6110 purposes

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