Late corporate classification election allowed

Plain-English summary

An eligible business entity intended to be treated as a corporation for federal tax purposes from the date it was formed, but it inadvertently failed to file Form 8832 on time. The entity represented that it acted reasonably and in good faith, did not use hindsight, and would not prejudice the government's interests. The IRS granted 120 days to file the entity classification election with the requested effective date. The relief also requires the entity and its owner to file all necessary original or amended returns for open years within the same 120-day period.

Ruling snapshot

• Question: Could the entity receive extra time to elect corporate classification effective from its formation date?
• Outcome: Approved, subject to filing the election and consistent returns within 120 days.
• 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: 201947015 Third Party Communication: None
Release Date: 11/22/2019 Date of Communication: Not Applicable
Index Number: 9100.00-00, 9100.31-00
Person To Contact:
---------------- ------------------, ID No. ----------------
-------------------------------------------- Telephone Number:
------------------------------ ----------------------
-------------- Refer Reply To:
--------------------------- CC:PSI:01
PLR-113236-19
Date:
August 14, 2019

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

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

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

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

This letter responds to a letter dated June 3, 2019, 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 corporation under § 301.7701-3(c), effective d1.

                                                Facts

Based on the material submitted, X is an entity formed under the laws of State on d1. X
represents that it is not classified as a corporation under § 301.7701-2(b)(1), (3), (4),
(5), (6), (7) or (8). X intended to be treated as a corporation for U.S. federal tax
purposes effective d1. However, due to inadvertence, X failed to file a timely Form
8832, Entity Classification Election, electing to be treated as a corporation.

X represents that granting the requested relief will not prejudice the interests of the
government. X further represents that no hindsight is involved in seeking the requested
relief and that X has acted reasonably and in good faith.

                                           Law and Analysis

PLR-113236-19 2

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
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(b)(1) provides that 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 that to elect to be classified other than as provided
in § 301.7701-3(b), an eligible entity must file Form 8832, Entity Classification Election,
with the designated service center. Under § 301.7701-3(c)(1)(iii), this election can be
effective up to seventy-five (75) days prior to the date the form is filed or up to twelve
(12) months after the date on which the form is filed.

Section 301.9100-1(c) provides that the Commissioner may grant a reasonable
extension of time 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
Internal Revenue Code except subtitles E, G, H, and I. Section 301.9100-1(b) defines
the term “regulatory election” as an election whose due date is prescribed by a
regulation published in the Federal Register or a revenue ruling, revenue procedure,
notice, or announcement published in the Internal Revenue Bulletin.

Sections 301.9100-1 through 301.9100-3 provide the standards the Commissioner will
use to determine whether to grant an extension of time to make the election. Section
301.9100-2 provides the rules governing automatic extensions of time for making
certain elections. Section 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
evidence 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 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, 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 classified as a corporation for federal
PLR-113236-19 3

tax purposes, effective d1. A copy of this letter should be attached to the Form 8832. A
copy is enclosed for that purpose.

This ruling is contingent on X and its owner filing within 120 days of the date of this
letter all required original or amended information and tax returns for all open years
consistent with the requested relief. A copy of this letter should be attached to any such
returns.

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.

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) 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 representative.

                                  Sincerely,

                                  Holly Porter
                                  Associate Chief Counsel
                                  (Passthroughs and Special Industries)


                               By:Laura Fields
                                  Laura Fields
                                  Senior Technician Reviewer, Branch 1
                                  Office of the Associate Chief Counsel
                                  (Passthroughs and Special Industries)

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

cc: