9100 extension to file a late Form 1128 changing an S corporation's tax year-end

Plain-English summary

To change its annual accounting period (its tax year-end), a business normally must file Form 1128 asking for the IRS's consent by the due date of its short-period return. Here an S corporation wanted to move its year-end but its first tax advisor wrongly told it that it was ineligible to make the change. Shortly after the filing deadline passed, a second advisor correctly told the company it did qualify to switch year-ends under the automatic-consent procedures of Rev. Proc. 2006-46. The company then asked the IRS for a late-filing extension under Treas. Reg. §§ 301.9100-1 through 301.9100-3. Because the company reasonably relied on a professional's bad advice, requested relief before the IRS caught the missed election, and filed within 90 days of the Form 1128 due date, the IRS found it acted reasonably and in good faith and that the government would not be prejudiced. The IRS granted 60 days from the date of the letter to file Form 1128 and be treated as timely.

Ruling snapshot

• Question: May the S corporation get an extension of time to file a late Form 1128 to change its annual accounting period under the automatic-consent procedures?
• Outcome: Approved (60-day extension granted)
• Key authorities: IRC § 442; Treas. Reg. § 1.442-1; Rev. Proc. 2006-46; Treas. Reg. §§ 301.9100-1 through 301.9100-3

Full text (IRS public release)

 Internal Revenue Service                                      Department of the Treasury
                                                               Washington, DC 20224

 Number: 202623003                                             Third Party Communication: None
 Release Date: 6/5/2026                                        Date of Communication: Not Applicable
 Index Number: 9100.04-00
                                                               Person To Contact:
 -----------------------------                                 ------------------, ID No. -----------------
 ---------------------------                                   Telephone Number:
 ----------------------                                        --------------------
                                                               Refer Reply To:
 Attention: --------------------------------                   CC:ITA:B05
                                                               PLR-114724-25
                                                               Date:
                                                               March 10, 2026




Legend

 Taxpayer                 = ---------------------------------------------------
 Year 1                   = ---------------------
 State Z                  = --------
 Tax Advisor              = ----------------------
 Date 1                   = ------------------
 Date 2                   = ------------------
 Date 3                   = ----------
 Date 4                   = -----------------------

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

This ruling responds to Taxpayer's request dated Date 1, as supplemented, seeking a
private letter ruling from the Internal Revenue Service (Service) which would grant relief
to make a late election pursuant to §§ 301.9100-1 through 301.9100-3 of the Procedure
and Administration Regulations. Specifically, Taxpayer requests an extension of time to
file Form 1128, Application to Adopt, Change, or Retain a Tax Year, with the Service to
change from a taxable year ending on Date 2 to a taxable year ending on Date 3,
effective for Year 1.

                                                    FACTS

Taxpayer is an S corporation formed on Date 4 under the laws of State Z.

Tax Adviser had advised Taxpayer that it was ineligible to change its tax year-end from
Date 2 to a year ending Date 3. However, shortly after the due date for filing Form 1128
for Year 1, Taxpayer received professional advice from a different tax advisor that it
qualified to change its taxable year-end from Date 2 to Date 3 under the automatic
consent procedures in Rev. Proc. 2006-46, 2006-45 I.R.B. 859, 2006-2 C.B. 859,
Section 4.01(2). Due to the advice it had received from Tax Adviser, Taxpayer did not
timely file Form 1128 with the service center where taxpayer files its federal income tax
returns. See section 7.02(1) and (2) of Rev. Proc. 2006-46.

On Date 1, within 10 days of the filing deadline for Year 1, Taxpayer filed this request
and included Form 1128, seeking an extension of time pursuant to the Procedure and
Administration Regulations to file such form with the Service and use automatic consent
procedures to change from a taxable year ending on Date 2 to a taxable year ending
on Date 3, effective for Year 1.

The foregoing are the material facts on which this ruling is based.

                                  LAW AND ANALYSIS

Section 442 provides that if a taxpayer changes its annual accounting period, the new
accounting period shall become the taxpayer's taxable year only if the change is
approved by the Secretary.

Section 1.442-1(b) of the Income Tax Regulations along with the instructions to Form
1128 and Rev. Proc. 2006-46, 2006-45 I.R.B. 859, provide generally that to secure the
Commissioner's consent to a change an accounting period, the taxpayer must file an
application on Form 1128 with the Commissioner on or before the due date for filing of
the short period return. Section 4.01(2) of Rev. Proc. 2006-46 provides that an S
corporation desiring to change to or retain a natural business year that satisfies the 25-
percent gross receipts test referenced in section 5.07 of such revenue procedure is
within the scope of the revenue procedure to secure the Commissioner's approval.

Sections 301.9100-1 through 301.9100-3 provide the standards that 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 that the grant of relief will not prejudice
the interests of the Government.

Under § 301.9100-3(b)(1)(i), a taxpayer is deemed to have acted reasonably and in
good faith if the taxpayer requests relief before the failure to make the regulatory
election is discovered by the Service. A taxpayer may alternatively demonstrate
reasonable actions and good faith if he reasonably relied on a qualified tax professional
and the tax professional failed to make, or advise the taxpayer to make, the election. A
taxpayer is not considered to have reasonably relied on a tax professional if the
taxpayer knew, or should have known, that the professional was not competent to
render advice on the regulatory election or was not aware of all relevant facts. See
§ 301.9100-3(b)(1)(v) and (2) of the Procedure and Administration Regulations.

In addition, § 301.9100-3(b)(3) provides that a taxpayer is deemed not 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 section 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 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 the 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 § 301.9100-3.

Section 301.9100-3(c)(3) provides that the interests of the Government are deemed to
be prejudiced except in unusual and compelling circumstances if an election is an
accounting period regulatory election (other than the election to use other than the
required taxable year under section 444) and the request for relief is filed more than 90
days after the due date for filing the Form 1128, Application to Adopt, Change, or Retain
a Tax Year (or other required statement).

Based on the facts and information submitted and the representations made, we
conclude that Taxpayer acted reasonably and in good faith, and that the granting of
relief would not prejudice the interests of the Government. Furthermore, Taxpayer
submitted the request for relief within 90 days after the due date for filing the Form
1128. Taxpayer has satisfied the requirements of the regulations for the granting of
relief. Accordingly, Taxpayer is granted 60 days from the date of this letter to file its
Form 1128 in conformity with the application procedures of Section 7 of Rev. Proc.
2006-46 to be considered timely filed.

A copy of this letter must be attached to any income tax return to which it is relevant.
Alternatively, if Taxpayer files its returns electronically, it may satisfy this requirement by
attaching a statement to the return that provides the date and control number of the
letter ruling.

This ruling is based upon facts and representations submitted by Taxpayer and
accompanied by a penalty of perjury statement executed by an appropriate party. 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.

Except as expressly provided herein, no opinion is expressed or implied concerning the
tax consequences of any aspect of any transaction or item discussed or referenced in
this letter.

This ruling is directed only to the taxpayer requesting it. Section 6110(k)(3) of the Code
provides that it may not be used or cited as precedent.

In accordance with the Power of Attorney on file with this office, a copy of this letter is
being sent to your authorized representative.

                                            Sincerely,



                                            Gerald Semasek
                                            Senior Technician Reviewer, Branch 5
                                            Office of Associate Chief Counsel
                                            (Income Tax and Accounting)


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