LLC gets 120 days to file late corporate classification election

Plain-English summary

A limited liability company intended to be classified as an association taxable as a corporation from a specified effective date. It failed to timely file Form 8832 to make that election and requested discretionary relief under the section 301.9100 regulations. The IRS concluded that the company acted reasonably and in good faith and that granting relief would not prejudice the government. It granted 120 days from the letter date to file Form 8832 with the intended effective date. The relief is conditioned on the company filing all required original or amended federal tax and information returns consistently within the same 120-day period, and it does not decide whether the company is otherwise eligible for the election or excuse any filing penalties.

Ruling snapshot

• Question: May the LLC receive additional time to elect classification as an association taxable as a corporation?
• Outcome: approved
• Key authorities: Treas. Reg. §§ 301.7701-2, 301.7701-3, 301.9100-1 through 301.9100-3

Full text (IRS public release)

 Internal Revenue Service                                      Department of the Treasury
                                                               Washington, DC 20224

 Number: 202404002                                             Third Party Communication: None
 Release Date: 1/26/2024                                       Date of Communication: Not Applicable
 Index Number: 9100.31-00
                                                               Person To Contact:
 -------------------------------------------------------       ----------------------------, ID No. --------------
 ------------------------------                                -----------------
 ------------------------                                      Telephone Number:
 ---------------------------------                             ----------------------
 ------------------------------------                          Refer Reply To:
                                                               CC:PSI:B03
                                                               PLR-109553-23
                                                               Date:
                                                               November 1, 2023




LEGEND

Company          =        ------------------------------------------------
                          ------------------------

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

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




Dear -------------,

       This letter responds to a letter dated April 28, 2023, and subsequent
correspondence, submitted by Company requesting an extension of time under
§ 301.9100-3 of the Procedure and Administration Regulations for Company to file an
election under § 301.7701-3 to be classified as an association taxable as a corporation.

                                                      FACTS
       According to the information submitted, Company was formed as a limited liability
company under the laws of State on Date. Company intended to be classified as an
association taxable as a corporation for federal tax purposes effective Date. However,
Company failed to file Form 8832, Entity Classification Election, electing to be classified
as an association taxable as a corporation for federal tax purposes effective Date.
PLR-109553-23                                  2

                                    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
members can elect to be classified as either an association (and thus a corporation
under § 301.7701-2(b)(2)) 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 except as provided in § 301.7701-3(b)(3),
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 except as provided in § 301.7701-
3(c)(1)(iv) and (v), 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 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 date specified on Form 8832 cannot
be more than 75 days prior to the date on which the election is filed and no more than
12 months after the date the election 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
six 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.

       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 an
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 the evidence (including affidavits described in § 301.9100-3(e)) to establish to
PLR-109553-23                                  3

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 representations made, we conclude that
Company has satisfied the requirements of §§ 301.9100-1 and 301.9100-3. As a result,
Company 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 be classified as an association taxable
as a corporation for federal tax purposes effective Date. A copy of this letter should be
attached to the Form 8832.

        This ruling is contingent on Company filing within 120 days from the date of this
letter all required federal income tax and information returns (including amended
returns) for all years consistent with the requested relief. A copy of this letter should be
attached to any such returns.

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

       Except as expressly provided herein, we express or imply no opinion concerning
the federal tax consequences of any aspect of any transaction or item 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 requested ruling, 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.
PLR-109553-23                                             4

      In accordance with a power of attorney on file with this office, we are sending a
copy of this letter to Company's authorized representatives.



                                                 Sincerely,

                                                 Associate Chief Counsel
                                                 (Passthroughs & Special Industries)



                                        By:      _______________________________
                                                 Mary Beth Carchia
                                                 Senior Technician Reviewer, Branch 3
                                                 Office of Associate Chief Counsel
                                                 (Passthroughs & Special Industries)



Enclosure:
      Copy of this letter for § 6110 purposes




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

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

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