120-day extension for a foreign entity to file a late disregarded-entity election

Plain-English summary

A foreign business entity with a single owner can choose to be "disregarded" for U.S. tax purposes (treated as part of its owner rather than a separate taxpayer) by filing Form 8832, but the election has to be filed on time. Here a foreign entity intended to be disregarded as of a specific date but inadvertently never filed the Form 8832. It asked the IRS for relief under Treas. Reg. § 301.9100-3. The IRS concluded the entity acted reasonably and in good faith and that relief would not prejudice the government, so it granted 120 days from the date of the letter to file the Form 8832 effective the intended date. The relief is conditioned on the entity filing all required U.S. income tax and information returns from the affected year forward consistent with disregarded-entity treatment. The IRS expressed no opinion on any other tax consequences.

Ruling snapshot

• Question: Should a foreign entity get an extension of time to file a late Form 8832 electing to be a disregarded entity?
• Outcome: Approved (120-day extension granted, subject to consistent-return conditions)
• Key authorities: Treas. Reg. §§ 301.7701-3(b)(2) and (c), 301.9100-1, 301.9100-3

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 202525004 Third Party Communication: None
Release Date: 6/20/2025 Date of Communication: Not Applicable
Index Number: 7701.00-00, 9100.00-00,
9100.31-00 Person To Contact:
-----------------, ID No. -----------------
--------------------------------------------------------- Telephone Number:
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--------------- Refer Reply To:
--------------------------- CC:PT&E:B03
---------------------------------- PLR-116992-24
---------------------------------- Date:
March 25, 2025

LEGEND

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

Country = ---------
Date 1 = -------------------------
Date 2 = -------------------------
Year = -------

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

    This letter responds to a letter dated September 23, 2024, submitted on behalf

of X by its authorized representatives, requesting a ruling under §301.9100-3 of the
Procedure and Administration Regulations that X be granted an extension of time to
file an election under § 301.7701-3(c).

                                                 FACTS

     According to the information submitted, X was formed on Date 1, under the

laws of Country as a foreign entity. X represents that X is a foreign entity eligible to
elect to be treated as a disregarded entity. However, X inadvertently failed to timely
file a Form 8832, Entity Classification Election, electing to treat X as a disregarded
entity effective Date 2.
PLR-116992-24 2

                             LAW AND ANALYSIS

   Section 301.7701-3(b)(2) provides guidance on the classification of a foreign

eligible entity for federal tax purposes. Generally, a foreign eligible entity is treated as
an association taxable as a corporation if all members have limited liability, unless
the entity makes an election to be treated otherwise. If the foreign eligible entity has
only one owner, it may elect to be treated as a disregarded entity pursuant to the
rules in § 301.7701-3(c).

    Section 301.7701-3(c) provides that an entity classification election must be

filed on Form 8832 and can be effective up to seventy-five (75) days prior to the date
the form us 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)
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
the election.

    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 § 310.9100-2. 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 the taxpayer acted reasonably and in good faith, and that granting
relief will not prejudice the interests of the government

                                   CONCLUSION

     Based solely on the facts submitted and representations made, we conclude

that the requirements of § 310.9100-3 have been satisfied. As a result, X is granted
an extension of time of 120 days from the date of this letter to make an entity
classification election to be treated as disregarded as an entity separate from its
owner by filing a Form 8832, effective Date 2, with the appropriate service center. A
copy of this letter should be attached to the election. A copy of this letter attached for
this purpose.

    This ruling is contingent upon the filing within 120 days of this letter any and all

required Federal income tax and information returns from Year to the present
consistent with the requested relief.
PLR-116992-24 3

    Except as expressly provided herein, no opinion is expressed or implied

concerning the tax consequences of any aspect of any transaction or item discussed
or referenced in this letter.

   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 that requested it. Section

6110(k)(3) of the Code 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 your authorized representatives.

                                   Sincerely,

                                    Associate Chief Counsel
                                   (Passthroughs, Trusts and Estates)



                           By:     _______________________________
                                   Richard T. Probst
                                   Senior Technician Reviewer, Branch 3
                                   Office of Associate Chief Counsel
                                   (Passthroughs, Trusts, and Estates)

Enclosure:
Copy of this letter for § 6110 purposes
PLR-116992-24 4
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