120-day extension for three foreign entities to file late disregarded-entity elections

Plain-English summary

A single-owner foreign business entity can elect to be "disregarded" for U.S. tax purposes (treated as part of its owner) by filing Form 8832 on time. Here three related foreign entities, each organized in a different country, each intended to be treated as disregarded from its owner as of its formation date but each failed to file the Form 8832 on time. They asked the IRS for relief under Treas. Reg. § 301.9100-3 in a single combined request. The IRS found the requirements satisfied and granted each of the three entities 120 days from the date of the letter to file its Form 8832 effective the intended date. The relief is conditioned on the entities and their owners filing all required U.S. returns and information returns (such as Forms 5471, 8865, and 8858) consistently within the same period. The IRS expressed no opinion on the entities' underlying eligibility or on any penalties.

Ruling snapshot

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

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 202525006 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:B01
--------------------------------- PLR-119967-24
------------------------------- PLR-119968-24
PLR-119969-24
Date:
March 26, 2025

LEGEND

Entity 1 = --------------------------------------------------
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Entity 2 = --------------------------------------------------
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Entity 3 = --------------------------------------------------
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Country 1 = ------------------------------------

Country 2 = --------------

Country 3 = -----------

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

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

Date 3 = ------------------

Dear -------------------:
PLR-119967-24; 119968-24; 119969-24 2

  This responds to a letter dated October 28, 2024, requesting an extension of time

under § 301.9100-3 of the Procedure and Administration Regulations to file elections
under § 301.7701-3(c).

                                       FACTS

    According to the information submitted, Entity 1 was organized under the laws of

Country 1 on Date 1. Entity 1 represents that it is a foreign eligible entity that may elect
to be treated as an entity disregarded from its owner under § 301.7701-3(c). However,
Entity 1 failed to timely file Form 8832, Entity Classification Election, electing to be
treated as an entity disregarded from its owner for federal tax purposes effective Date 1.

   Entity 2 was organized under the laws of Country 2 on Date 2. Entity 2

represents that it is a foreign eligible entity that may elect to be treated as an entity
disregarded from its owner under § 301.7701-3(c). However, Entity 2 failed to timely file
Form 8832, Entity Classification Election, electing to be treated an entity disregarded
from its owner for federal tax purposes effective Date 2.

   Entity 3 was organized under the laws of Country 3 on Date 3. Entity 3

represents that it is a foreign eligible entity that may elect to be treated as an entity
disregarded from its owner under § 301.7701-3(c). However, Entity 3 failed to timely file
Form 8832, Entity Classification Election, electing to be treated as an entity disregarded
from its owner for federal tax purposes effective Date 3.

                               LAW AND ANALYSIS

    Section 301.7701-3(a) provides in part 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 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)(2)(i) provides that, except as provided in § 301.7701-

3(b)(3), unless the entity elects otherwise, a foreign eligible entity is — (A) a partnership
if it has two or more members and at least one member does not have limited liability;
(B) an association if all members have limited liability; or (C) disregarded as an entity
separate from its owner if it has a single owner that does not have limited liability.
Section 301.7701-3(b)(2)(ii) provides that, for purposes of § 301.7701-3(b)(2)(i), a
member of a foreign eligible entity has limited liability if the member has no personal
liability for the debts of or claims against the entity by reason of being a member.

    Section 301.7701-3(c)(1)(i) provides that 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.
PLR-119967-24; 119968-24; 119969-24 3

    Section 301.7701-3(c)(1)(iii) provides that an election made 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 effective date specified
on Form 8832 cannot be more than 75 days prior to the date on which the election is
filed and cannot be more than 12 months after the date on which the election is filed.

   Under § 301.9100-1(c), 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, except subtitles E, G, H, and I. Section 301.9100-1(b) defines the term
"regulatory election" as including an election whose due date is prescribed by a
regulation published in the Federal Register, or a revenue ruling, revenue procedure,
notice, or announcement published in the Internal Revenue Bulletin.

   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 automatic extensions of time for making certain
elections. Section 301.9100-3 provides extensions of time for making elections that do
not meet the requirements of § 301.9100-2.

   Requests for relief under § 301.9100-3 will be granted when the taxpayer

provides evidence (including affidavits described in § 301.9100-3(e)) to establish 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 the representations made, we conclude

that the requirements of §§ 301.9100-1 and 301.9100-3 have been satisfied. As a
result:

    Entity 1 is granted an extension of time of 120 days from the date of this letter to

file Form 8832 with the appropriate service center to elect to be treated as an entity
disregarded from its owner for federal tax purposes effective Date 1.

    Entity 2 is granted an extension of time of 120 days from the date of this letter to

file Form 8832 with the appropriate service center to elect to be treated as an entity
disregarded from its owner for federal tax purposes effective Date 2.

    Entity 3 is granted an extension of time of 120 days from the date of this letter to

file Form 8832 with the appropriate service center to elect to be treated as an entity
disregarded from its owner for federal tax purposes effective Date 3.

   A copy of this letter should be attached to the Forms 8832.

PLR-119967-24; 119968-24; 119969-24 4

   This ruling is contingent on Entity 1, Entity 2, and Entity 3 and their owner(s) filing

within 120 days of this letter all required returns for all open years consistent with the
requested relief. These returns may include, but are not limited to, the following forms:
(i) Forms 5471, Information Return of U.S. Persons With Respect to Certain Foreign
Corporations, (ii) Forms 8865, Return of U.S. Persons With Respect to Certain Foreign
Partnerships, and (iii) Forms 8858, Information Return of U.S. Persons With Respect to
Disregarded Entities, such that these forms reflect the consequences of the relief
granted in this letter. A copy of this letter should be attached to any such returns.

   Except as specifically set forth above, we express no opinion concerning the

federal tax consequences of the facts described above under any other provision of the
Internal Revenue Code. 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.

   We express no opinion concerning the assessment of any interest, additions to

tax, additional amounts, or penalties for failure to file a timely tax or information return
with respect to any taxable year that may be affected by this ruling. For example, we
express 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.

   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 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,

                                       Jeffrey A. Erickson
                                       Associate Chief Counsel
                                       (Passthroughs, Trusts, and Estates)

PLR-119967-24; 119968-24; 119969-24 5

                                           By: ____________________________
                                               Christiaan T. Cleary
                                               Senior Technician Reviewer, Branch 1
                                               Office of Associate Chief Counsel
                                               (Passthroughs, Trusts, and Estates)

Enclosure:

    Copy of this letter for section 6110 purposes

cc:
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