Private Letter Ruling
202623007
Released June 5, 2026
Approved
9100 extension for a consolidated group to file Opportunity Zone election statements (§ 1.1502-14Z)
Not precedent. Under 26 U.S.C. § 6110(k)(3), this written determination may not be used or cited as precedent. It resolved one taxpayer's situation on its specific facts, and identifying details were redacted by the IRS before release. The official IRS release (linked on this page as a PDF) is the authoritative source.
About this page: The plain-English summary and ruling snapshot below were written by Ezel based on the official IRS release. The full text is the IRS's own document.
View official IRS release (PDF)
Plain-English summary
A corporate consolidated group missed a filing deadline for Opportunity Zone
elections and asked the IRS for more time. Under section 1400Z-2, a taxpayer
can defer capital gain by reinvesting it in a Qualified Opportunity Fund (QOF)
within 180 days. Inside a consolidated group, the member that has the gain and
the member that invests in the QOF normally have to be the same, but Treasury
Regulation § 1.1502-14Z(c)(2) lets the group elect to treat one member's QOF
investment as if the member with the gain had made it. That election requires
an election statement filed with the group's timely return under
§ 1.1502-14Z(h)(2). The group actually made the investments and reported them
(Forms 8949, 8996, and 8997), but for various reasons it did not file the
election statements on time, covering 21 QOF investments across four years. It
asked for "9100 relief." The IRS found the group acted reasonably and in good
faith (the miss was caught before the IRS discovered it) and that relief will
not prejudice the government, and it granted 75 days from the date of the
letter to file the election statements. The relief carries the usual strings:
it is conditioned on the aggregate tax liability being no lower than if the
elections had been timely, and the IRS expressed no opinion on whether the
gains are eligible, whether the funds qualify as QOFs, or whether the group was
entitled to make the elections.
Ruling snapshot
- Question: May a consolidated group get an extension of time to file the § 1.1502-14Z(h)(2) election statements to treat one member's QOF investments as another member's qualifying investments?
- Outcome: Approved (9100 relief granted; 75 days from the date of the letter to file the election statements for Year1 through Year4)
- Key authorities: IRC § 1400Z-2(a); Treas. Reg. § 1.1502-14Z(c)(2) and (h)(2); Treas. Reg. § 1.1400Z2(a)-1; 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: 202623007 Third Party Communication: None
Release Date: 6/5/2026 Date of Communication: Not Applicable
Index Number: 9100.00-00, 9100.22-00,
1400Z.02-00 Person To Contact:
--------------------, ID No. -----------------
---------------------------------------- Telephone Number:
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---------------------- Refer Reply To:
---------------------------- CC:CORP:BO2
PLR-116509-25
Date:
March 12, 2026
Legend
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Company Official A = ----------------------------------------
Company Official B = --------------------------------
Tax Professional = ------------------------------------------------------------------------
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Dear -----------:
This letter responds to a letter dated August 12, 2025, submitted on behalf of Parent,
the common parent of a consolidated group (the "Parent Consolidated Group"),
requesting an extension of time under §§ 301.9100-1 and 301.9100-3 of the Procedure
and Administration Regulations to make elections under Treas. Reg. §§ 1.1502–
14Z(c)(2) and (h)(2) to treat certain investments in qualified opportunity funds ("QOFs")
made by members of the Parent Consolidated Group as having been made by other
members of the group. Specifically, Parent is requesting an extension of time to file the
election statement described in Treas. Reg. § 1.1502–14Z(h)(2) ("Election Statement"),
with respect to each of the investments in QOFs identified below. The material
information submitted is summarized below.
During Year1, Year2, Year3, and Year4, members (each, "M1") of the Parent
Consolidated Group realized gain, and other members of the group (each, "M2")
invested in a QOF. The taxpayer represents that:
(i) Each gain realized by M1 is a gain that is eligible for deferral under section
1400Z-2;
(ii) Each M2 invested the corresponding M1 eligible gain amount within 180 days
from when M1 realized the eligible gain;
(iii) Each eligible gain was reported via Form 8949 and identified using code "Z";
(iv) The funded QOFs made timely certifications via Form 8996; and
(v) The Parent Consolidated Group included its interest in the funded QOFs in its
Form 8997 reporting.
Parent Consolidated Group intended to make the election under Treas. Reg. § 1.1502-
14Z(c)(2) to treat each investment by M2 as a qualifying investment by M1. However,
for various reasons, the Election Statements were not timely filed. Consequently, Parent
submitted a request under Treas. Reg. §§ 301.9100-1 and 301.9100-3 for an extension
of time to file the Election Statements. Parent represents that the Parent Consolidated
Group is not seeking to alter a return position for which an accuracy-related penalty has
been or could be imposed under section 6662.
The details of the investments at issue are summarized in the table below ("QOF
Investments"). Each of the QOFs is a partnership, and all other entities are members of
the Parent Consolidated Group.
Tax Investing Member Date of Investment Investment
Year Member with QOF Gain Date Amount
("M2") Gain Realized
("M1")
1 Year1 Sub1 LLC1 QOF1 Date1 Date2 a
2 Year2 Sub1 LLC1 QOF2 Date3 Date4 b
3 Year2 Sub1 LLC2 QOF3 Date5 Date6 c
4 Year2 Parent LLC2 QOF4 Date5 Date8 d
5 Year2 Sub1 LLC1 QOF5 Date7 Date9 e
6 Year3 Sub1 LLC3 QOF6 Date11 Date15 f
7 Year3 LLC1 LLC3 QOF7 Date11 Date18 g
8 Year3 Sub1 LLC3 QOF1 Date11 Date19 h
9 Year3 Sub1 LLC3 QOF8 Date16 Date20 i
10 Year3 Sub1 LLC3 QOF9 Date16 Date21 j
11 Year3 Sub1 LLC3 QOF8 Date16 Date24 k
12 Year3 LLC1 LLC2 QOF10 Date10 Date11 l
13 Year3 Sub1 LLC2 QOF2 Date10 Date12 m
14 Year3 Parent LLC2 QOF4 Date10 Date13 n
15 Year3 Sub1 LLC2 QOF11 Date10 Date14 o
16 Year3 Parent LLC2 QOF4 Date10 Date17 p
17 Year4 Sub1 LLC1 QOF2 Date22 Date23 q
18 Year4 LLC1 LLC3 QOF12 Date25 Date26 r
19 Year4 LLC1 LLC3 QOF13 Date27 Date28 s
20 Year4 Sub1 LLC3 QOF8 Date27 Date29 t
21 Year4 Sub1 LLC3 QOF9 Date27 Date30 u
Section 1400Z-2(a)(1) of the Code provides that in the case of gain from the sale to, or
exchange with, an unrelated person of any property held by the taxpayer, at the election
of the taxpayer, gross income for the tax year shall not include so much of such gain as
does not exceed the aggregate amount invested by the taxpayer in a QOF during the
180-day period beginning on the date of such sale or exchange. Under Treas. Reg.
§ 1.1400Z2(a)-1(b)(34), the term "qualifying investment" means an eligible interest, or
portion thereof, in a QOF to the extent that a deferral election under section 1400Z-2(a)
is made and applies with respect to such eligible interest or portion thereof and the IRS
has been timely notified of the deferral election.
A taxpayer eligible to defer gain pursuant to section 1400Z-2(a)(1) must make an
election on its federal income tax return for the tax year in which the gain would be
included if not deferred, and the election must be made in the manner prescribed by the
Service in guidance published in the Internal Revenue Bulletin or in forms and
instructions (see Treas. Reg. §§ 601.601(d)(2) and 601.602). Treas. Reg.
§ 1.1400Z2(a)-1(a)(2). Taxpayers electing to defer gain pursuant to section 1400Z-2(a)
must make the deferral election on Form 8949 and file the Form 8949 with their federal
income tax return for the year of deferral. Additionally, taxpayers must attach
Form 8997, Initial and Annual Statement of Qualified Opportunity Fund (QOF)
Investments, for each year that the taxpayers hold deferred gains and qualifying
investments.
Generally, section 1400Z-2(a) applies separately to each member of a consolidated
group. This means that the member who realizes gain from the sale of property must
timely invest in a QOF to defer such gain under section 1400Z-2(a). Treas. Reg.
§ 1.1502-14Z(c)(1). However, Treas. Reg. § 1.1502-14Z(c)(2) allows a consolidated
group to elect to treat one member's investment in a QOF as a qualifying investment by
another member. An election under paragraph (c)(2) is available when a member of a
consolidated group (Member 1) has eligible gain and a second member (Member 2)
makes an investment in a QOF that would be a qualifying investment if Member 1,
rather than Member 2, had made the investment. If the consolidated group makes an
election under paragraph (c)(2), then: Member 1 is treated as having made the
investment in the QOF that is actually made by Member 2; and Member 1 is then
treated as having immediately sold such investment to Member 2 for fair market value.
The election under Treas. Reg. § 1.1502-14Z(c)(2) must be made in the form of an
election statement included with the consolidated group's timely filed return. Treas. Reg.
§ 1.1502–14Z(h)(2).
Under § 301.9100-1(c), the Commissioner has discretion to grant a reasonable
extension of time to make a regulatory election, or a statutory election (but no more than
six 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.
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 301.9100-1(a). Section 301.9100-2 provides automatic extensions of time for
making certain elections. Requests for relief under § 301.9100-3 will be granted when
the taxpayer provides evidence to establish to the satisfaction of the Commissioner that
the taxpayer acted reasonably and in good faith, and that granting relief will not
prejudice the interests of the government. Section 301.9100-3(a).
The time for filing the Election Statement is fixed by the regulations (i.e., Treas. Reg.
§§ 1.1400Z2(a)-1(a)(2) and 1.1502–14Z(h)(2)(i)). Therefore, the Commissioner has
discretionary authority under § 301.9100-3 to grant an extension of time for the Parent
Consolidated Group to make the elections under Treas. Reg. § 1.1502-14Z(c)(2) with
respect to the QOF Investments, provided the Parent Consolidated Group acted
reasonably and in good faith, the requirements of §§ 301.9100-1 and 301.9100-3 are
satisfied, and granting relief will not prejudice the interests of the government.
Information, affidavits, and representations submitted by Parent, Company Official A,
Company Official B, and Tax Professional explain the circumstances that resulted in the
failure to make the elections under Treas. Reg. § 1.1502-14Z(c)(2) with respect to the
QOF Investments. The information establishes that the request for relief was filed
before the failure to properly make the elections was discovered by the Service. See
§ 301.9100-3(b)(1)(i).
Based on the facts and information submitted, including the representations made, we
conclude that the Parent Consolidated Group acted reasonably and in good faith, the
requirements of §§ 301.9100-1 and 301.9100-3 are satisfied, and granting relief will not
prejudice the interests of the government. Accordingly, an extension of time is granted
under § 301.9100-3, until 75 days from the date on this letter, for the Parent
Consolidated Group to make the Treas. Reg. § 1.1502-14Z(c)(2) elections with respect
to the QOF Investments by filing the Election Statements in accordance with
Treas. Reg. § 1.1502-14Z(h)(2) for Year1, Year2, Year3, and Year4.
WITHIN 75 DAYS OF THE DATE OF THIS LETTER, Parent Consolidated Group, must
file the Election Statements in accordance with Treas. Reg. § 1.1502-14Z(h)(2). The
Election Statements must be attached to Parent Consolidated Group's tax return for the
relevant taxable year. In addition, a copy of this letter must be attached to any income
tax return to which it is relevant. Alternatively, taxpayers filing their returns electronically
may satisfy this requirement by attaching a statement to the return that provides the
date on, and control number (PLR-116509-25) of, this letter ruling.
This extension of time is conditioned on the federal tax liability (if any) of any relevant
party not being lower, in the aggregate, for all years to which the elections apply than it
would have been if the elections had been timely made (taking into account the time
value of money). No opinion is expressed as to the tax liability for the years involved.
A determination thereof will be made by the Director's office upon audit of the federal
income tax returns involved.
Except as expressly provided herein, no opinion is expressed or implied concerning the
tax consequences of any aspect of any transaction or item discussed in this letter.
Specifically, we have no opinion, either express or implied, concerning whether (1) any
gain in the above table is an eligible gain as defined in Treas. Reg. § 1.1400Z2(a)-
1(b)(11); (2) each QOF in the above table meets the requirements under section 1400Z-
2 and the regulations thereunder to be a QOF; (3) the QOF Investments are each a
qualifying investment as defined in Treas. Reg. § 1.1400Z2(a)-1(b)(34), or (4) the
Parent Consolidated Group was entitled to make an election under Treas. Reg. §
1.1502-14Z(c)(2) as to any particular investment. In addition, we express no opinion as
to the tax effects or consequences of making the Treas. Reg. § 1.1502-14Z(c)(2)
elections late under the provisions of any other section of the Code or regulations, or as
to the tax treatment of any conditions existing at the time of, or effects resulting from,
making the Treas. Reg. § 1.1502-14Z(c)(2) elections late that are not specifically set
forth in the above ruling.
For purposes of granting relief under § 301.9100-3, we have relied on certain
statements and representations made by Parent, Company Official A,
Company Official B, and Tax Professional. However, the Director should verify all
essential facts. Moreover, notwithstanding that an extension is being granted under
§ 301.9100-3 to make the Treas. Reg. § 1.1502-14Z(c)(2) elections, any penalties and
interest that would otherwise be applicable still apply.
This letter ruling is directed only to the taxpayers 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 representatives.
Sincerely,
_________________________
Julie T. Wang
Senior Technician Reviewer, Branch 2
Office of Associate Chief Counsel (Corporate)
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