LLC gets more time to elect corporate tax classification

Plain-English summary

A domestic limited liability company intended to be taxed as a corporation but missed the deadline to file Form 8832. The IRS found that the company met the requirements for relief under Treasury Regulation § 301.9100-3. It gave the company 120 days from the letter date to file the classification election with its requested effective date. The relief also requires the company and its owners to file, within the same 120 days, all returns consistent with that classification. The IRS did not determine whether the company otherwise qualifies to make the election.

Ruling snapshot

• Question: May the LLC file a late Form 8832 to elect corporate tax treatment from its requested date?
• Outcome: Approved; 120 days to file the election and required returns.
• Key authorities: Treas. Reg. §§ 301.7701-3, 301.9100-1, 301.9100-3.

Full text (IRS public release)

Internal Revenue Service
Department of the Treasury
Washington, DC 20224

Number: 202640004
Third Party Communication: None
Release Date: 10/2/2026
Date of Communication: Not Applicable
Index Number: 7701.00-00, 9100.31-00,
9100.00-00
Person To Contact:
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Telephone Number:
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Refer Reply To:
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PLR-104371-26
Date:
June 30, 2026

Legend

X = -------------------------------------
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State = -------------

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

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

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

This letter responds to a letter dated January 21, 2026, submitted on behalf of X by its authorized representative, requesting an extension of time under § 301. 9100-3 of the Procedure and Administration Regulations to file an election under § 301.7701-3 to be treated as an association taxable as a corporation for federal tax purposes.

FACTS

According to the information submitted, X was formed on Date 1 as a domestic limited liability company organized under the laws of State. X intended to elect to be treated as an association taxable as a corporation for federal tax purposes effective Date 2. However, X failed to timely file Form 8832, Entity Classification Election, effective Date 2.
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LAW AND ANALYSIS

Section 301.7701-3(a) provides, in part, that a business entity that is 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 members can elect to be classified as either an association 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(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 IRS Service Center designated on the form.

Section 301.7701-3(c)(1)(iii) provides, in part, 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 can not be more than 75 days prior to the date on which the election is filed and can not 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 the date it was filed, it will be effective 75 days prior 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 no more than 6 months except in the case of a taxpayer who is abroad), under all subtitles of the 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 rules governing automatic extensions of time for making certain elections. Treas. Reg. § 301.9100-3 provides the standards the Commissioner will use to determine whether to grant an extension of time for regulatory elections that do not meet the requirements of § 301.9100-2.

Under § 301.9100-3, a request for relief 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 (1) the taxpayer acted reasonably and in good faith, and (2) 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 requirements of § 301.9100-3 have been satisfied. Accordingly, X is granted an extension of time of 120 days from the date of this letter to file Form 8832 with the appropriate service center to elect to be treated as an association taxable as a
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corporation for federal tax purposes, effective Date 2. A copy of this letter should be attached to the Form 8832.

This ruling is contingent on X and its owners filing, within 120 days from the date of this letter, all income tax or information returns that would have been required to be filed under the Internal Revenue Code for any taxable year consistent with the requested relief being effective Date 2. A copy of this letter should be attached to any such returns.

Except as specifically set forth above, we express or imply no opinion concerning the federal tax consequences of any aspect of any transaction or items discussed or referenced in this letter. 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.

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) 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 your authorized representatives.

Sincerely,

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

By: _______
Christiaan T. Cleary
Branch Chief, Branch 3
Office of the Associate Chief Counsel
(Passthroughs, Trusts, and Estates)

Enclosure
Copy for § 6110 purposes
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