IRS grants an LLC extra time to elect disregarded-entity status after ending its S-corp election

Plain-English summary

A single-owner limited liability company had elected to be taxed as an S corporation, then later revoked that S-corp election. It intended, as of the revocation date, to be treated as a "disregarded entity" (an entity ignored for federal tax purposes, so its owner reports its income directly). To get that treatment it needed to file Form 8832, the entity classification election under Treas. Reg. § 301.7701-3, but it never did. The company asked the IRS for a late-election extension under the "9100 relief" rules of Treas. Reg. § 301.9100-3, which let the Commissioner grant more time when a taxpayer acted reasonably and in good faith and relief will not harm the government. The IRS concluded the company met those requirements and granted 120 days from the date of the letter to file Form 8832 electing disregarded-entity status effective as of the intended date. The IRS cautioned that granting the extension is not a ruling that the company is otherwise eligible to make the election, and it took no position on any penalties or the underlying tax consequences.

Ruling snapshot

• Question: Should the LLC get an extension of time under § 301.9100-3 to file a late Form 8832 electing to be treated as a disregarded entity?
• Outcome: Approved (120-day extension to file Form 8832, effective as of the intended date).
• Key authorities: Treas. Reg. § 301.7701-3 (entity classification); Treas. Reg. §§ 301.9100-1 through 301.9100-3; IRC § 7701.

Full text (IRS public release)

Internal Revenue Service
Department of the Treasury
Washington, DC 20224

Number: 202628001
Release Date: 7/10/2026
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:PTE:B3
PLR-100150-26
Date:
April 15, 2026

                                               Legend

X = ----------------------------

State = -------------

Date 1 = -----------------------

Date 2 = ----------------------

Date 3 = ----------------------

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

    This letter responds to a letter dated October 21, 2025, submitted on behalf of X by its authorized representatives, requesting an extension of time under § 301.9100-3 of the Procedure and Administration Regulations for X to file an election under § 301.7701-3 to be classified as disregarded as an entity separate from its owner for federal tax purposes.

                                                  Facts

 Based on the material submitted, X was formed as a State limited liability company on Date 1. X filed Form 2553, Election by a Small Business Corporation, pursuant to Rev. Proc. 2013-30, 2013-36 I.R.B. 173, to elect to be treated as an S corporation for federal tax purposes, effective Date 2. X terminated its S corporation election by revocation effective Date 3.

   X represents that it intended to be classified as disregarded as an entity separate from its owner for federal tax purposes effective Date 3. However, X failed to file Form 8832, Entity Classification Election, electing to be classified as disregarded as an entity separate from its owner for federal tax purposes effective Date 3.

                                 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 as provided in § 301.7701-3. An eligible entity with at least two members can elect to be classified as either an association (and thus a corporation under § 301.7701-2(b)(2)) 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)(1) provides that except as provided in § 301.7701-3(b)(3), unless the entity elects otherwise, a domestic eligible entity is (i) a partnership if it has two or more members; or (ii) disregarded as an entity separate from its owner if it has a single owner.

    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 service center designated on Form 8832.

    Section 301.7701-3(c)(1)(iii) provides 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 to the date on which the election is filed, it will be effective 75 days prior to the date it was filed.

          Section 301.9100-1(c) provides that the Commissioner in exercising the Commissioner's discretion may grant a reasonable extension of time under the rules set forth in §§ 301.9100-2 and 301.9100-3 to make a regulatory election, or a statutory election (but not more than 6 months except in the case of a taxpayer who is abroad), under all subtitles of the Internal Revenue Code (Code), except subtitles E, G, H, and I. Section 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.

  Section 301.9100-2 provides the standards the Commissioner will use to determine whether to grant an automatic extension of time for making certain elections.

   Section 301.9100-3 provides the guidelines for granting extensions of time for making elections that do not meet the requirements of § 301.9100-2. Section 301.9100-3(a) provides that requests for relief subject to § 301.9100-3 will be granted when the taxpayer provides the evidence (including affidavits described in § 301.9100-3(e)) to establish to the satisfaction of the Commissioner that the taxpayer acted reasonably and in good faith, and the grant of relief will not prejudice the interests of the Government.

                                    Conclusion

    Based solely on the facts submitted and the representations made, we conclude that X has satisfied the requirements of §§ 301.9100-1 and 301.9100-3. As a result, we grant X an extension of time of one hundred twenty (120) days from the date of this letter to file Form 8832 with the appropriate service center to elect to be classified as a disregarded entity for federal tax purposes effective Date 3. A copy of this letter should be attached to the Form 8832.

   Except as specifically set forth above, we express or imply no opinion concerning the federal tax consequences of the facts of this case under any other provision of the Code and the regulations thereunder. 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.

     We express or imply no opinion concerning the assessment of any interest, additions to tax, additional amounts, or penalties for failure to file a timely income tax or information return with respect to any taxable year that may be affected by this ruling. For example, we express or imply no opinion as to whether a taxpayer is entitled to relief from any penalty on the basis that the taxpayer had reasonable cause for failure to file timely any income tax or information returns.

   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.

  We are directing this ruling only to the taxpayer that requested it. Section 6110(k)(3) of the Code provides that it may not be used or cited as precedent.

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

                                                 Sincerely,
                                                 Associate Chief Counsel
                                                (Passthroughs, Trusts, and Estates)



                                            By: ___________________________
                                                Robert D. Alinsky
                                                Branch Chief, Branch 3
                                                Office of the Associate Chief Counsel
                                                (Passthroughs, Trusts, and Estates)

Enclosure:
Copy of this letter for § 6110 purposes

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