Foreign entity receives 120 days to elect partnership status

Plain-English summary

A foreign entity whose owners all had limited liability intended to be classified as a partnership for federal tax purposes but inadvertently failed to file Form 8832 on time. The IRS found that the regulatory-relief requirements were satisfied and granted 120 days to file the election with the requested effective date. Relief was conditioned on filing all required tax and information returns consistently with partnership treatment. The ruling specifically required the relevant Forms 8865 and any required Forms 8938 for the affected years.

Ruling snapshot

• Question: May the foreign eligible entity make a late election to be classified as a partnership?
• Outcome: Approved, with 120 days to file Form 8832 and all required consistent returns
• Key authorities: Treas. Reg. §§ 301.7701-3 and 301.9100-1 through 301.9100-3

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 201602002 Third Party Communication: None
Release Date: 1/8/2016 Date of Communication: Not Applicable
Index Number: 7701.00-00, 9100.31-00
Person To Contact:
------------------------- --------------------, ID No. ----------------
--------------------------------------- Telephone Number:
---------------------------------------------------- --------------------
---------------------------------- Refer Reply To:
CC:PSI:B01
PLR-112109-15
Date:
September 30, 2015

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

Country = ------

d1 = ---------------------

Year 1 = ------

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

    This letter responds to a letter dated April 1, 2015, and subsequent

correspondence, submitted on behalf of X, requesting a ruling under §§ 301.9100-1 and
301.9100-3 of the Procedure and Administration Regulations that X be granted an
extension of time to file an election to be classified as a partnership under § 301.7701-
3(c) effective d1.

FACTS

   X is an entity formed under the laws of Country. X‘s owners have limited liability

as a result of their investment in X under the laws of Country. X is not classified as a
corporation under § 301.7701-2(b)(1), (3), (4), (5), (6), (7) or (8). X intended that it be
treated as a partnership for federal tax purposes effective d1. However, due to
inadvertence, X failed to file a timely Form 8832, Entity Classification Election.

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 as provided in § 301.7701-3.
PLR-112109-15 2

     Section 301.7701-3(b)(2)(i) provides that, unless it 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(c)(1)(i) provides that an eligible entity may elect to be

classified other than as provided in § 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 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 has discretion to 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 six 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) defines a regulatory election to include
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. Section 301.9100-3 sets forth 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.

    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 (1) the
taxpayer acted reasonably and in good faith, and (2) granting relief will not prejudice the
interests of the Government.

CONCLUSION

   Based 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, 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 and to elect to be classified as a partnership for
federal tax purposes effective d1. A copy of this letter should be attached to the Form
8832. A copy is enclosed for that purpose.
PLR-112109-15 3

    This ruling is contingent upon the filing of all required federal income tax and

information returns (including amended returns) consistent with the relief provided by
this ruling, including Form 8865 as a category 3 filer with respect to the Year 1 tax year,
Forms 8865 as a category 1 filer with respect to tax years since Year 1, and Forms
8938 (as required) with respect to tax years since Year 1.

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

the federal tax consequences of the facts discussed above under any other provision of
the Code.

  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 to X’s authorized representatives.

                                  Sincerely,

                                  Associate Chief Counsel
                                  (Passthroughs & Special Industries)



                          By:     Joy C. Spies
                                  Joy C. Spies
                                  Senior Technician Reviewer
                                  (Passthroughs & Special Industries)

Enclosures (2)
Copy of this letter
Copy for § 6110 purposes

cc: