IRS grants late S corporation and QSub elections

Plain-English summary

A limited liability company intended to be taxed as an S corporation but inadvertently failed to file Form 2553 on time. Through a reorganization, it also became the sole owner of another limited liability company that it intended to treat as a qualified subchapter S subsidiary, or QSub, but it did not timely file Form 8869. Both companies filed tax returns consistently with the intended elections. The parent represented that it acted reasonably and in good faith, that relief would not prejudice the government, and that it was not using hindsight. The IRS granted 120 days to file both elections with the requested effective date. The relief requires the parent and its owners to file any necessary original or amended returns consistently within the same period, and the IRS did not determine whether either company was otherwise eligible for the requested status.

Ruling snapshot

• Question: May the parent make late S corporation and QSub elections effective on the originally intended date?
• Outcome: Approved, with 120 days to file Forms 2553 and 8869 and any required consistent returns.
• Key authorities: IRC §§ 1361(a), 1361(b)(3), 1362(a), 1362(b)(5); Treas. Reg. §§ 1.1361-3, 301.9100-1 through 301.9100-3.

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 202518001 Third Party Communication: None
Release Date: 5/2/2025 Date of Communication: Not Applicable
Index Number: 1362.01-03, 9100.31-00
Person To Contact:
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Refer Reply To:
CC:PT&E:B03
PLR-107561-24
Date:
February 06, 2025

                                                 LEGEND

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X =
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Y =
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Date 1 = --------------------------

Date 2 = ---------------------

Year = -------

State = --------

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

     This letter responds to a letter dated January 24, 2024, and subsequent

correspondence, submitted on behalf of X, by its authorized representative, requesting
relief for (1) to file a late S corporation election under§ 1362(b)(5) of the Internal
Revenue Code (“Code”) to file an election for X to be taxed as an S corporation and (2)
an extension of time under § 301.9100 of the Procedure and Administration Regulations
to file a late election to treat Y as a qualified subchapter S subsidiary (“QSub”).

                                                 FACTS

  Y was formed as a limited liability company organized under the laws of State in

Year. X was formed as a limited liability company organized under the laws of State on
Date 1. X was eligible and intended to elect to be treated as an S corporation effective
PLR-107561-24 2

Date 2. However, X inadvertently failed to timely file Form 2553, Election by a Small
Corporation. Through a reorganization, X became the sole owner of Y.

   Y was eligible, and X intended for Y, to be treated a QSub of X effective Date 2.

However, X failed to timely file Form 8869, Qualified Subchapter S Subsidiary Election
for Y.

   X and Y filed tax returns consistent with the requested relief. X represents it has

acted reasonably and in good faith, that granting relief will not prejudice the interests of
the government, and that it is not using hindsight in making the elections.

                                       LAW

    Section 1361(a) provides that the term “S corporation” means, with respect to

any taxable year, a small business corporation for which an election under § 1362(a) is
in effect for such year.

    Section 1361(b)(3)(B) defines a QSub as a domestic corporation which is not an

ineligible corporation, if 100 percent of the stock of the corporation is owned by the S
corporation, and the S corporation elects to treat the corporation as a qualified
subchapter S subsidiary.

   Section 1362(a) generally provides that a small business corporation may elect

to be an S corporation.

   Section 1362(b) provides when an S corporation election will be effective.

Generally, if an S corporation election is made within the first two and one half months
of a corporation’s taxable year, then that corporation will be treated as an S corporation
beginning the year in which the election is made.

    Section 1362(b)(3) provides that if an S corporation election is made after the

first two and one half months of a corporation’s taxable year, then that corporation will
not be treated as an S corporation until the taxable year after the year in which the S
election is made.

   Section 1362(b)(5) provides that if (1) an election under § 1362(a) is made for

any taxable year after the date prescribed by § 1362 for make the election or no
§ 1362(a) election is made for any taxable year; and (2) the Secretary determines that
there was reasonable cause for the failure to timely make the election, then the
Secretary may treat the election as timely made for such taxable year.

    Section 1.1361-3(a) prescribes the time and manner for making an election be

classified as a qualified subchapter S subsidiary.
PLR-107561-24 3

   Section 1.1361-3(a)(4) provides that an election to treat an eligible subsidiary as

a qualified subchapter S subsidiary may be effective up to two months and 15 days prior
to the date the election is filed or not more than 12 months after the election is filed.

   Section 301.9100-1(c) provides that the Commissioner may 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 not more than 6 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) provides that the term “regulatory election” includes 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 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.

    Section 301.9100-3(a) provides that requests for relief subject to § 301.9100-3

will be granted when the taxpayer provides the 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) the grant of relief will not prejudice
the interests of the Government.

                               CONCLUSION

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

conclude that X has satisfied the requirements of § 1362(b)(5), and §§ 301.9100-1 and
301.9100-3. Therefore, X is granted 120 days from the date of this letter to file Form
2553 with the appropriate service center and elect to be treated as an S corporation for
federal tax purposes, effective Date 2. A copy of this letter should be attached to the
Form 2553.

    Additionally, X is granted 120 days from the date of this letter to file Form 8869

with the appropriate service and elect to treat Y as a QSub for federal tax purposes,
effective Date 2. A copy of this letter should be attached to the Form 8869.

    This ruling is contingent on X and its owners filing, within 120 days of the date of

this letter, to the extent necessary or appropriate, all required federal income tax returns
and information returns (including amended returns) consistent with the requested relief
granted herein. A copy of this letter should be attached to any such returns.

   Except as expressly provided herein, we express or imply no opinion concerning

the federal tax consequences of the facts described above under any other provision of
the Code. Specifically, we express or imply no opinion regarding X’s eligibility to be an
S corporation or Y’s eligibility to be a QSub.
PLR-107561-24 4

   The rulings contained in this letter are based on 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 ruling request, 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.

     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,

                                            Associate Chief Counsel
                                            (Passthroughs, Trusts, and Estates)



                                       By: _______________________________
                                           Robert D. Alinsky
                                           Branch Chief, Branch 3
                                           Office of the Associate Chief Counsel
                                           (Passthroughs, Trusts, and Estates)

Enclosure:
Copy of this letter for § 6110 purposes

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