Qualified opportunity fund received relief for a late Form 8996

Plain-English summary

A limited partnership was formed to operate as a qualified opportunity fund and hired an adviser to file its first-year return and related elections. The return and Form 8996 were not filed on time because of circumstances beyond the partnership's control. The IRS concluded that the partnership acted reasonably and in good faith and that relief would not prejudice the government's interests. It granted 60 days to file a complete and accurate return and Form 8996, or treated an already filed complete and accurate Form 8996 as timely. The ruling did not decide whether the partnership, its investments, or any underlying business otherwise satisfied the qualified opportunity zone rules.

Ruling snapshot

• Question: May the partnership's late Form 8996 be treated as timely for self-certification as a qualified opportunity fund from its formation month?
• Outcome: Approved, subject to filing a complete and accurate return and Form 8996 within 60 days if they had not already been filed
• Key authorities: IRC § 1400Z-2; Treas. Reg. §§ 1.1400Z2(d)-1(a), 301.9100-1, 301.9100-2, 301.9100-3

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 202509003 Third Party Communication: None
Release Date: 2/28/2025 Date of Communication: Not Applicable
Index Number: 1400Z.02-00, 9100.00-00
Person To Contact:
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CC:ITA:B04
PLR-110203-24
Date:
December 02, 2024

                                               LEGEND

Taxpayer = -------------------------------------------------------------
Date 1 = --------------------------
Date 2 = ------------------
Year 1 = -------
Advisor = ----------------------------------------------
State Z = -------------

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

    This letter responds to Taxpayer’s request dated Date 2, requesting a private

letter ruling granting relief to make a late regulatory election pursuant to Treas. Reg. §§
301.9100-1 and 301.9100-3 of the Procedure and Administration Regulations.
Specifically, Taxpayer requests an extension of time for its late-filed Form 8996,
Qualified Opportunity Fund, to be treated as timely for purposes of the election to (1) to
self-certify Taxpayer as a qualified opportunity fund (QOF), as defined in section 1400Z-
2(d) of the Internal Revenue Code (Code) for Year 1; and (2) to be treated as a QOF,
effective as of the month Taxpayer was formed, as provided under section 1400Z-2(d)
and Treas. Reg. § 1.1400Z2(d)-1(a).

  This letter ruling is being issued electronically in accordance with Rev. Proc.

2024-1, 2024-1 I.R.B. 1. A paper copy will not be mailed to Taxpayer.

FACTS

   Taxpayer has represented that, and provided information to the effect that, the

facts are as follows. Taxpayer, a partnership organized as a limited partnership under
PLR-110203-24 2

the laws of State Z, was formed to be a QOF on Date 1 for the purpose of investing
contributions from its partners into qualified opportunity zone property as defined in
section 1400Z-2(d)(2).

   Taxpayer engaged Advisor to timely file Taxpayer’s Year 1 tax returns, including

tax elections and all related forms, including the election to self-certify Taxpayer as a
QOF, and to treat Taxpayer as a QOF as of the month Taxpayer was formed. However,
due to circumstances beyond Taxpayer’s control, Taxpayer’s Year 1 tax returns were
not timely filed. Upon discovery of the failure, Taxpayer attempted to correct the failure
and subsequently filed for this relief.

LAW AND ANALYSIS

    Section 1400Z-2(e)(4)(A) directs the Secretary to prescribe regulations for the

certification of QOFs. Treas. Reg. § 1.1400Z2(d)-1(a)(2)(i) provides that the self-
certification of a QOF must be timely filed and effectuated annually in such form and
manner as may be prescribed by the Commissioner of Internal Revenue in the Internal
Revenue Service forms or instructions, or in publications or guidance published in the
Internal Revenue Bulletin.

   To self-certify as a QOF, a taxpayer must file Form 8996 with its tax return for the

year to which the certification applies. The Form 8996 must be filed by the due date of
the tax return (including extensions). The information provided indicates that Taxpayer
did not file its Form 8996 by the due date of its income tax return due to Advisor’s
mistaken failure to timely file its Year 1 income tax returns.

   Because Treas. Reg. § 1.1400Z2(d)-1(a)(2)(i) sets forth the manner and timing

for an entity to self-certify as a QOF, these elections are regulatory elections, as defined
in § 301.9100-3(b)(1).

    Treas. Reg. §§ 301.9100-1 through 301.9100-3 provide the standards the

Service will use to determine whether to grant an extension of time to make a regulatory
election. Treas. Reg. § 301.9100-3(a) provides that requests for extensions of time for
regulatory elections (other than automatic changes covered in Treas. Reg. § 301.9100-
2) will be granted when the taxpayer acted reasonably and in good faith and granting
relief will not prejudice the interests of the Government.

  Treas. Reg. § 301.9100-3(b)(1) provides that a taxpayer is deemed to have acted

reasonably and in good faith if the taxpayer—

   (i)    Requests relief before the failure to make the regulatory election is
          discovered by the Service;
   (ii)   Failed to make the election because of intervening events beyond the
          taxpayer’s control;

PLR-110203-24 3

   (iii)   Failed to make the election because, after exercising reasonable diligence,
           the taxpayer was unaware of the necessity for the election;
   (iv)    Reasonably relied on the written advice of the Service; or
   (v)     Reasonably relied on a qualified tax professional, and the professional
           failed to make, or advise the taxpayer to make, the election.

   Under Treas. Reg. § 301.9100-3(b)(3), a taxpayer will not be considered to have

acted reasonably and in good faith if the taxpayer—

   (i)     Seeks to alter a return position for which an accuracy-related penalty could
           be imposed under section 6662 at the time the taxpayer requests relief
           and the new position requires a regulatory election for which relief is
           requested;
   (ii)    Was fully informed of the required election and related tax consequences,
           but chose not to file the election; or
  (iii)    Uses hindsight in requesting relief. If specific facts have changed since
           the original deadline that make the election advantageous to a taxpayer,
           the Service will not ordinarily grant relief.

   Treas. Reg. § 301.9100-3(c) provides that the Service will grant a reasonable

extension of time only when the interests of the Government will not be prejudiced by
the granting of relief. The interests of the Government are prejudiced if granting relief
would result in a taxpayer having a lower tax liability in the aggregate for all taxable
years affected by the election than the taxpayer would have had if the election had been
timely made.

CONCLUSION

     Based on the facts and information submitted and the representations made, we

conclude that Taxpayer has acted reasonably and in good faith, and that the granting of
relief would not prejudice the interests of the Government. Accordingly, Taxpayer has
satisfied the requirements of the regulations for the granting of relief, and Taxpayer’s
late-filed and corrected Form 8996 for Year 1, certifying Taxpayer as a QOF as of the
month Taxpayer was formed, will be considered timely filed provided that a complete
and accurate Year 1 income tax return and Form 8996 is received by the appropriate
service center no later than 60 days from the date of this letter ruling. However, to the
extent that Taxpayer has already filed a complete and accurate income tax return for
Year 1, including Form 8996, Taxpayer’s Form 8996 is considered timely filed.

    This ruling is based upon facts and representations submitted by Taxpayer and

accompanied by a penalty of perjury statement executed by an appropriate party. This
office has not verified any of the material submitted in support of the request for a ruling.
However, as part of an examination process, the Service may verify the factual
information, representations, and other data submitted.
PLR-110203-24 4

    This ruling addresses the granting of Treas. Reg. § 301.9100-3 relief as applied

to the election to self-certify Taxpayer as a QOF, as of the month Taxpayer was formed.
Specifically, we have no opinion, either express or implied, concerning whether any
investments made into Taxpayer are qualifying investments as defined in Treas. Reg. §
1.1400Z2(a)-1(b)(34) or whether Taxpayer meets the requirements under section
1400Z-2 and the regulations thereunder to be a QOF. Further, we also express no
opinion on whether any interest owned in any entity owned by Taxpayer qualifies as
qualified opportunity zone property, as defined in section 1400Z-2(d)(2), or whether
such entity would be treated as a qualified opportunity zone business, as defined in
section 1400Z-2(d)(3). We express no opinion regarding the tax treatment of the instant
transaction under the provisions of any other sections of the Code or regulations that
may be applicable, or regarding the tax treatment of any conditions existing at the time
of, or effects resulting from, the instant transaction.

  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.

   A copy of this letter must be attached to any income tax return to which it is

relevant. Alternatively, taxpayers filing their returns electronically may satisfy this
requirement by attaching a statement to their return that provides the date and control
number of the letter ruling.

     In accordance with the Power of Attorney on file with this office, a copy of this

letter is being sent to your authorized representatives.

                                Sincerely,




                                Lisa Mojiri-Azad
                                Senior Technician Reviewer
                                Branch 4
                                Office of Associate Chief Counsel
                                (Income Tax & Accounting)

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