Affiliated group received late consolidated return election relief

Plain-English summary

A domestic parent and its subsidiary intended to elect for their affiliated group to file a consolidated federal income tax return, but they did not timely file a valid consolidated return. The parent reasonably relied on a tax professional who failed to make or advise it to make the election, and the IRS had not discovered the omission. The IRS found good faith and no prejudice to the government and granted 75 days to file the consolidated return with Forms 1122. Relief requires all relevant limitations periods to remain open and aggregate tax liability not to be lower than with a timely election. The ruling does not decide whether the group substantively qualifies to file a consolidated return.

Ruling snapshot

• Question: May the parent and affiliated group make a late election to file a consolidated return?
• Outcome: Approved, with 75 days to file the consolidated return and Forms 1122
• Key authorities: Treas. Reg. §§ 1.1502-75(a)(1), 301.9100-1, 301.9100-3; IRC §§ 6501(a), 6662

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 202436008 Third Party Communication: None
Release Date: 9/6/2024 Date of Communication: Not Applicable
Index Number: 1502.00-00, 1502.75-00,
9100.00-00, 9100.20-00 Person To Contact:
--------------------, ID No. ---------------
-------------------- Telephone Number:
----------------------------------------------------- --------------------
----------------------------------------- Refer Reply To:
---------------------------- CC:CORP:3
PLR-125156-23
Date:
June 11, 2024

Legend

Parent = ------------------------------------------------------------------------------------
-----------------------

Sub 1 = ------------------------------------------------------------------------------------
------------------------

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

Company Official = ------------------------------------------------------------------------------------
----------------------------------

Tax Professional = ------------------------------------------------------------------------------------
------------------------------------

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

This letter ruling responds to a letter dated December 18, 2023, submitted on behalf of
Parent, requesting an extension of time under §301.9100-3 of the Procedure and
Administration Regulations to file an election. Parent is requesting an extension of time
for Parent and the members of its affiliated group (the “Parent Group”) to make an
election under §1.1502-75(a)(1) of the Income Tax Regulations to file a consolidated
Federal income tax return, with Parent as the common parent, for the taxable year
ending on Date 1 (the “Election”). The material information submitted for consideration
is summarized below.

Parent is a domestic corporation that directly owned Sub 1 at the end of the tax year
ending on Date 1. An election for the Parent Group to file a consolidated income tax
return, with Parent as the common parent, for the tax year ending on Date 1 was due on

PLR-125156-23 2

the last day prescribed by law (including extensions of time) for the filing of Parent’s
return. For various reasons, a valid (Election) (i.e., the timely filing of the consolidated
return) was not filed by the due date of Parent’s return. Subsequently, this request was
submitted, under §301.9100-3, for an extension of time to file the Election. The period
of limitations on assessment under section 6501(a) of the Internal Revenue Code
(“Code”) has not expired for the taxable year ending on Date 1 or any subsequent
taxable year. Parent has represented that it is not attempting to alter a return position
taken for which an accuracy-related penalty has been or could be imposed under
section 6662 of the Code.

Under §301.9100-1(c), the Commissioner has discretion to 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.

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 a regulatory election.
Section 301.9100-1(a). Section 301.9100-2 provides automatic extensions of time for
making certain elections. Requests for relief under §301.9100-3 will be granted when
the taxpayer provides evidence to establish to the satisfaction of the Commissioner that
the taxpayer acted reasonably and in good faith, and that granting relief will not
prejudice the interests of the government. Section 301.9100-3(a).

The time for filing the Election is fixed by the regulations (i.e., §1.1502-75-(a)(1)).
Therefore, the Commissioner has discretionary authority under §301.9100-3 to grant an
extension of time for Parent Group to file the Election, provided Parent shows it acted
reasonably and in good faith, the requirements of §§301.9100-1 and 301.9100-3 are
satisfied, and granting relief will not prejudice the interests of the government.

Information, affidavits, and representations submitted by Parent, Company Official, and
Tax Professional explain the circumstances that resulted in the failure to timely file the
Election. The information establishes that Parent reasonably relied on a qualified tax
professional who failed to make, or advise Parent to make, the Election, and that the
request for relief was filed before the failure to make the Election was discovered by the
Internal Revenue Service. See §301.9100-3(b)(1)(i) and (v).

Based on the facts and information submitted, including the representations made, we
conclude that Parent has shown it acted reasonably and in good faith, the requirements
of §§301.9100-1 and 301.9100-3 are satisfied, and granting relief will not prejudice the
interests of the government. Accordingly, provided that Parent Group qualifies
substantively to file a consolidated return for the applicable tax year and that the statute
of limitations is still open for the tax year ending on Date 1 and all subsequent years, an
extension of time is granted under §301.9100-3, until 75 days from the date of this
letter, for Parent to file the Election (by filing a consolidated return, with Parent as the
common parent, and attaching a Form 1122 for each subsidiary which was a member of

PLR-125156-23 3

the Parent Group for the tax year ending on Date 1). Parent must attach a copy of this
ruling letter to the return, or if the return is filed electronically, a statement must be
attached to the return that provides the date on, and the control number (PLR-125156-
23) of, this letter ruling.

The above extension of time is conditioned on the Parent Group’s tax liability (if any)
being not lower, in the aggregate, for all years to which the Election applies, than it
would have been if the Election had been timely made (taking into account the time
value of money). No opinion is expressed as to the Parent Group’s tax liability for the
years involved. A determination thereof will be made by the applicable Director’s office
upon audit of the Federal income tax returns involved.

We express no opinion with respect to whether the Parent Group qualifies substantively
to file a consolidated return. In addition, we express no opinion as to the tax effects or
consequences of filing the return or the Election late under the provisions of any other
section of the Code or regulations, or as to the tax treatment of any conditions existing
at the time of, or effects resulting from, filing the return or the Election late that are not
specifically set forth in the above ruling.

For the purposes of granting relief under §301.9100-3, we relied on certain statements
and representations made by Parent, Company Official, and Tax Professional.
However, the Director should verify all essential facts. In addition, notwithstanding that
an extension is granted under §301.9100-3 to file the Election, penalties and interest
that would otherwise be applicable, if any, continue to apply.

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, a copy of this letter is
being sent to your authorized representative.

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.

                                    Sincerely,


                                    Justin O. Kellar
                                    Justin O. Kellar
                                    Senior Technician Reviewer, Branch 3
                                    (Corporate)

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