Foreign entities get more time for classification elections

Plain-English summary

Two foreign entities asked for more time to file Forms 8832 to elect partnership and disregarded-entity classifications for federal tax purposes. The IRS concluded that the entities met the requirements for late-election relief and granted each entity 120 days from the ruling date to file a properly executed Form 8832. The entities and their owners must also file required tax and information returns consistent with the relief within the same period. The ruling does not determine whether the entities otherwise qualify for the elections or resolve possible penalties and interest.

Ruling snapshot

• Question: May the entities make late federal tax classification elections?
• Outcome: Approved
• Key authorities: IRC §§ 965, 6110; Treas. Reg. §§ 301.7701-2, 301.7701-3, 301.9100-1, 301.9100-3, 1.965-4(c)(2)

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 202633003 Third Party Communication: None
Release Date: 8/14/2026 Date of Communication: Not Applicable
Index Number: 7701.00-00, 9100.00-00,
9100.31-00 Person To Contact:
-------------------------, ID No. -----------------
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Refer Reply To:
CC:PTE:B01
PLR-118823-25
PLR-118824-25
Date:
May 15, 2026

LEGEND

Entity 1 = ---------------------------------------------------------------------------------------------
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Entity 2 = ---------------------------------------------------------------------------------------------
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Country 1 = ---------------------------

Country 2 = ---------------

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

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

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

This letter responds to a letter dated October 13, 2025, submitted on behalf of Entity 1
and Entity 2 (collectively, “the Entities”), by the authorized representatives of the
Entities, requesting an extension of time under § 301.9100-3 of the Procedure and
Administration Regulations to file entity classification elections under § 301.7701-3.

                                                 FACTS

According to the information submitted, Entity 1 was formed on Date 1 under the laws of
Country 1. Entity 2 was formed on Date 2 under the laws of Country 2. Entity 1
represents that it is a foreign entity eligible to elect to be classified as a partnership for
federal tax purposes effective Date 1. Entity 2 represents that it is foreign entity eligible
to be classified as a disregarded entity for federal tax purposes effective Date 2.
PLR-118823-25, PLR-118824-25 2

However, the Entities failed to timely file Forms 8832, Entity Classification Election,
electing to classify the Entities as a partnership or a disregarded entity, as applicable,
for federal tax purposes.

                                 LAW & ANALYSIS

Section 301.7701-3(a) provides, in pertinent 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 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)(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 section 301.7701-
3(c)(1)(i) is 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 the election is filed.

Under § 301.9100-1(c), the Commissioner may 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. Section 301.9100-1(b) defines the term
"regulatory election" as including an election whose due date is prescribed by a
regulation published in the Federal Register.

Sections 301.9100-1 through 301.9100-3 provide standards that the Commissioner will
use to determine whether to grant an extension of time to make an election. 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.
PLR-118823-25, PLR-118824-25 3

Section 301.9100-3(a) provides that requests for relief subject to § 301.9100-3 will be
granted when the taxpayer provides 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
the requirements of §§ 301.9100-1 and 301.9100-3 have been satisfied. As a result, we
grant Entity 1 an extension of time of 120 days from the date of this letter to make an
election to be treated as a partnership for federal tax purposes effective Date 1.
Furthermore, we grant Entity 2 an extension of time of 120 days from the date of this
letter to make an election to be treated as a disregarded entity for federal tax purposes
effective Date 2. Each of the Entities must make the election by filing a properly
executed Form 8832 with the appropriate service center. A copy of this letter should be
attached to each Form 8832.

This ruling is contingent on each of the Entities and its owner(s) filing, within 120 days of
the date of this letter, all required federal income tax returns and information returns
(including amended returns) consistent with the requested relief granted in this letter.
These returns may include, but are not limited to, the following forms: (i) Form 5471,
Information Return of U.S. Persons With Respect to Certain Foreign Corporations, (ii)
Form 8865, Return of U.S. Persons With Respect to Certain Foreign Partnerships, and
(iii) Form 8858, Information Return of U.S. Persons With Respect to Foreign
Disregarded Entities, 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, the elections made by each entity described above are disregarded for
purposes of determining the amounts of all § 965 elements of all United States
shareholders of each entity described above if the election otherwise would change the
amount of any § 965 element of any such United States shareholder. See § 1.965-
4(c)(2).

Except as expressly provided herein, no opinion is expressed or implied 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.

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 a taxpayer is entitled to relief from any penalty on the
PLR-118823-25, PLR-118824-25 4

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 ruling request, it is subject to verification on examination.

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

In accordance with a power of attorney on file with this office, we are sending a copy of
this letter ruling to the Entities’ authorized representatives.

                                             Sincerely,

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



                                       By:
                                             Joy C. Spies
                                             Senior Technician Reviewer, Branch 1
                                             Office of the Associate Chief Counsel
                                             (Passthroughs, Trusts, and Estates)

Enclosure
Copy for § 6110 purposes

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