Foreign entity receives 120 days to make a late partnership election

Plain-English summary

A foreign eligible entity intended to elect partnership classification for federal tax purposes but failed to file Form 8832 on time. It requested discretionary extension relief under the regulatory-election rules. The IRS concluded that the entity satisfied the requirements that it acted reasonably and in good faith and that relief would not prejudice the government. It granted 120 days to file Form 8832 with the requested retroactive effective date and attach the ruling. The relief is contingent on the entity and its owners filing all necessary federal income-tax and information returns within 120 days, including Forms 8865 consistent with partnership status. The election is disregarded for § 965 element calculations if it otherwise would change a United States shareholder's § 965 amounts.

Ruling snapshot

• Question: May the foreign entity receive an extension to elect partnership classification effective on the requested prior date?
• Outcome: Approved
• Key authorities: Treas. Reg. §§ 301.7701-3 and 301.9100-1 through 301.9100-3; Treas. Reg. § 1.965-4(c)(2)

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 202632015 Third Party Communication: None
Release Date: 8/7/2026 Date of Communication: Not Applicable
Index Number: 9100.31-00, 9100.00-00
Person To Contact:
---------------------------------------------------- -----------------, ID No. -----------------
--------------------------- Telephone Number:
--------------------------------- ----------------------
---------------------------------- Refer Reply To:
CC:PT&E:B03
PLR-119796-25
Date:
May 08, 2026

Legend

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

Country = ----------------------

Date = ---------------------

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

  This letter responds to a letter dated October 30, 2025, submitted on behalf of X,

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 a partnership for federal tax purposes.

                                                   FACTS

  The information submitted states that X was formed under the laws of Country.

X represents that it was a foreign entity eligible to elect to be classified as a
partnership effective Date. However, X failed to timely file Form 8832, Entity
Classification Election, electing to be treated as a partnership for federal tax purposes
effective Date.

                                        LAW AND ANALYSIS

    Section 301.7701-3(a) provides 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

PLR-119796-25 2

members can elect to be classified as either an association (and thus a corporation
under § 301.7701-2(b)(2)) or a partnership.

     Section 301.7701-3(b)(2)(i) provides that, unless the entity elects otherwise, a

foreign eligible entity is (A) a partnership if it has two or more members and at least
one member does not have limited liability; (B) an association if all members have
limited liability; or (C) disregarded as an entity separate from its owner if it has a single
owner that does not have limited liability. Section 301.7701-3(b)(2)(ii) provides, in part,
that for purposes of § 301.7701-3(b)(2)(i), a member of a foreign eligible entity has
limited liability if the member has no personal liability for the debts of or claims against
the entity by reason of being a member.

      Section 301.7701-3(c)(1)(i) provides 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.

    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 automatic extensions of time for making certain

elections. Section 301.9100-3 provides rules for requesting extensions of time for
regulatory 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 information submitted and the representations made, we

conclude that X has satisfied the requirements of §§ 301.9100-1 and 301.9100-3. As a

PLR-119796-25 3

result, 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 classified as a partnership
for federal tax purposes effective Date. A copy of this letter should be attached to X’s
Form 8832.

    This ruling is contingent on X and its owners filing, within 120 days from the date

of this letter, to the extent necessary or appropriate, all required federal income tax
returns and information returns (including amended returns) consistent with the
requested relief granted in this letter. These returns include, but are not limited to,
Forms 8865, Return of U.S. Persons with Respect to Certain Foreign Partnerships,
such that these forms reflect the consequences of the relief granted in this letter. A
copy of this letter should be attached to any such returns.

   If applicable, X’s election to be a partnership effective Date is disregarded for

purposes of determining the amounts of all section 965 elements of all United States
shareholders of X, if the election otherwise would change the amount of any section
965 element of any such United States shareholder. See § 1.965-4(c)(2).

   Except as specifically set forth above, we express or imply no opinion

concerning the federal tax consequences of the facts described above 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

    Further, we express no opinion concerning the assessment of any interest,

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

  The ruling contained in this letter is based upon information and representations

submitted by X 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 ruling request, it is subject to verification on examination.

  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, we are sending

a copy of this letter to X’s authorized representatives.

PLR-119796-25 4

                                             Sincerely,

                                             Associate Chief Counsel
                                             (Passthroughs & Special Industries)



                                  By:        _______________________________
                                             Elizabeth V. Zanet
                                             Senior Technician Reviewer, Branch 3
                                             Office of the Associate Chief Counsel
                                             (Passthroughs, Trusts, and Estates)

Enclosure
Copy for § 6110 purposes

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

 -------------------------
 -----------------------------------------
 ---------------------------------
 ----------------------
 ---------------------------

 ----------------------------------
 --------------------------------------------------
 --------------------------------------------------
 --------