Fifteen foreign entities received late check-the-box election relief

Plain-English summary

A foreign investment fund wholly or partly owned fifteen foreign eligible entities. The fund intended each entity to elect partnership or disregarded-entity status from its formation or acquisition date, but none timely filed Form 8832. The IRS found that the requirements for regulatory relief were satisfied. It granted each entity 120 days to file its requested classification election, with twelve entities electing disregarded status and three electing partnership status. The relief is conditioned on the entities and their owners filing all required open-year returns consistently with the elections, including any applicable Forms 5471, 8858, or 8865.

Ruling snapshot

• Question: Could fifteen foreign eligible entities make late elections to be treated as disregarded entities or partnerships?
• Outcome: Approved
• Key authorities: Treas. Reg. §§ 301.7701-2, 301.7701-3, and 301.9100-1 through 301.9100-3

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 202528009 Third Party Communication: None
Release Date: 7/11/2025 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-120555-24
PLR-120556-24
PLR-120557-24
PLR-120558-24
PLR-120559-24
PLR-120560-24
PLR-120561-24
PLR-120562-24
PLR-120563-24
PLR-120564-24
PLR-120565-24
PLR-120566-24
PLR-120567-24
PLR-120568-24
PLR-120571-24

                                                         Date:
                                                         April 16, 2025

LEGEND

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Entity 15 = ---------------------------------------------------------------------------------------------
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Country 5 = -------------

Date X = -------------------

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

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Date 9 = -----------------------

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Date 13 = ------------------

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

   This responds to a letter dated October 1, 2024, submitted on behalf of Entity 1,

Entity 2, Entity 3, Entity 4, Entity 5, Entity 6, Entity 7, Entity 8, Entity 9, Entity 10, Entity
11, Entity 12, Entity 13, Entity 14, and Entity 15 (Taxpayers) by their authorized
representatives, requesting an extension of time under § 301.9100-3 of the Procedure
and Administration Regulations to file an election under § 301.7701-3(c).

                                            FACTS

   According to the information submitted, Fund was organized under the laws of

Country 4 on Date X and made an initial election to be treated as a partnership for U.S.
federal tax purposes. Taxpayers are wholly or partially owned by Fund. Taxpayers
represent that it was always intended that they would each elect to be treated as
disregarded entities or partnerships for U.S. federal tax purposes effective on either
their date of formation or the date of their direct or indirect acquisition by Fund.

   Entity 1 was organized under the laws of Country 1. Entity 1 represents that it is

a foreign eligible entity that may elect to be treated as a disregarded entity. However,
Entity 1 failed to timely file Form 8832, Entity Classification Election, electing to be
treated as a disregarded entity for U.S. federal tax purposes effective Date 1.

   Entity 2 was organized under the laws of Country 2. Entity 2 represents that it is

a foreign eligible entity that may elect to be treated as a disregarded entity. However,

PLR-120555-24 through PLR-120568-24; 4
PLR-120571-24

Entity 2 failed to timely file Form 8832, Entity Classification Election, electing to be
treated as a disregarded entity for U.S. federal tax purposes effective Date 2.

   Entity 3 was organized under the laws of Country 2. Entity 3 represents that it is

a foreign eligible entity that may elect to be treated as a disregarded entity. However,
Entity 3 failed to timely file Form 8832, Entity Classification Election, electing to be
treated as a disregarded entity for U.S. federal tax purposes effective Date 3.

   Entity 4 was organized under the laws of Country 3 . Entity 4 represents that it is

a foreign eligible entity that may elect to be treated as a disregarded entity. However,
Entity 4 failed to timely file Form 8832, Entity Classification Election, electing to be
treated as a disregarded entity for U.S. federal tax purposes effective Date 4.

   Entity 5 was organized under the laws of Country 2. Entity 5 represents that it is

a foreign eligible entity that may elect to be treated as a disregarded entity. However,
Entity 5 failed to timely file Form 8832, Entity Classification Election, electing to be
treated as a disregarded entity for U.S. federal tax purposes effective Date 5.

    Entity 6 was organized under the laws of Country 2. Entity 6 represents that it is

a foreign eligible entity that may elect to be treated as a partnership. However, Entity 6
failed to timely file Form 8832, Entity Classification Election, electing to be treated as a
partnership for U.S. federal tax purposes effective Date 6.

   Entity 7 was organized under the laws of Country 4. Entity 7 represents that it is

a foreign eligible entity that may elect to be treated as a disregarded entity. However,
Entity 7 failed to timely file Form 8832, Entity Classification Election, electing to be
treated as a disregarded entity for U.S. federal tax purposes effective Date 7.

   Entity 8 was organized under the laws of Country 4. Entity 8 represents that it is

a foreign eligible entity that may elect to be treated as a disregarded entity. However,
Entity 8 failed to timely file Form 8832, Entity Classification Election, electing to be
treated as a disregarded entity for U.S. federal tax purposes effective Date 8.

   Entity 9 was organized under the laws of Country 4. Entity 9 represents that it is

a foreign eligible entity that may elect to be treated as a disregarded entity. However,
Entity 9 failed to timely file Form 8832, Entity Classification Election, electing to be
treated as a disregarded entity for U.S. federal tax purposes effective Date 9.

    Entity 10 was organized under the laws of Country 4. Entity 10 represents that it

is a foreign eligible entity that may elect to be treated as a disregarded entity. However,
Entity 10 failed to timely file Form 8832, Entity Classification Election, electing to be
treated as a disregarded entity for U.S. federal tax purposes effective Date 10.

PLR-120555-24 through PLR-120568-24; 5
PLR-120571-24

    Entity 11 was organized under the laws of Country 3. Entity 11 represents that it

is a foreign eligible entity that may elect to be treated as a disregarded entity. However,
Entity 11 failed to timely file Form 8832, Entity Classification Election, electing to be
treated as a disregarded entity for U.S. federal tax purposes effective Date 4.

    Entity 12 was organized under the laws of Country 5. Entity 12 represents that it

is a foreign eligible entity that may elect to be treated as a partnership. However, Entity
12 failed to timely file Form 8832, Entity Classification Election, electing to be treated as
a partnership for U.S. federal tax purposes effective Date 11.

    Entity 13 was organized under the laws of Country 5. Entity 13 represents that it

is a foreign eligible entity that may elect to be treated as a partnership. However, Entity
13 failed to timely file Form 8832, Entity Classification Election, electing to be treated as
a partnership for U.S. federal tax purposes effective Date 11.

    Entity 14 was organized under the laws of Country 4. Entity 14 represents that it

is a foreign eligible entity that may elect to be treated as a disregarded entity. However,
Entity 14 failed to timely file Form 8832, Entity Classification Election, electing to be
treated as a disregarded entity for U.S. federal tax purposes effective Date 12.

    Entity 15 was organized under the laws of Country 3. Entity 15 represents that it

is a foreign eligible entity that may elect to be treated as a disregarded entity. However,
Entity 15 failed to timely file Form 8832, Entity Classification Election, electing to be
treated as a disregarded entity for U.S. federal tax purposes effective Date 13.

                               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.

PLR-120555-24 through PLR-120568-24; 6
PLR-120571-24

    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.

    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 § 301.9100-3 have been satisfied. As a result:

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

make an election to be treated as a disregarded entity for U.S. federal tax purposes
effective Date 1.

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

make an election to be treated as a disregarded entity for U.S. federal tax purposes
effective Date 2.

PLR-120555-24 through PLR-120568-24; 7
PLR-120571-24

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

make an election to be treated as a disregarded entity for U.S. federal tax purposes
effective Date 3.

    Entity 4 is granted an extension of time of 120 days from the date of this letter to

make an election to be treated as a disregarded entity for U.S. federal tax purposes
effective Date 4.

    Entity 5 is granted an extension of time of 120 days from the date of this letter to

make an election to be treated as a disregarded entity for U.S. federal tax purposes
effective Date 5.

  Entity 6 is granted an extension of time of 120 days from the date of this letter to

make an election to be treated as a partnership for U.S. federal tax purposes effective
Date 6.

    Entity 7 is granted an extension of time of 120 days from the date of this letter to

make an election to be treated as a disregarded entity for U.S. federal tax purposes
effective Date 7.

    Entity 8 is granted an extension of time of 120 days from the date of this letter to

make an election to be treated as a disregarded entity for U.S. federal tax purposes
effective Date 8.

    Entity 9 is granted an extension of time of 120 days from the date of this letter to

make an election to be treated as a disregarded entity for U.S. federal tax purposes
effective Date 9.

    Entity 10 is granted an extension of time of 120 days from the date of this letter to

make an election to be treated as a disregarded entity for U.S. federal tax purposes
effective Date 10.

    Entity 11 is granted an extension of time of 120 days from the date of this letter to

make an election to be treated as a disregarded entity for U.S. federal tax purposes
effective Date 4.

  Entity 12 is granted an extension of time of 120 days from the date of this letter to

make an election to be treated as a partnership for U.S. federal tax purposes effective
Date 11.

  Entity 13 is granted an extension of time of 120 days from the date of this letter to

make an election to be treated as a partnership for U.S. federal tax purposes effective
Date 11.

PLR-120555-24 through PLR-120568-24; 8
PLR-120571-24

    Entity 14 is granted an extension of time of 120 days from the date of this letter to

make an election to be treated as a disregarded entity for U.S. federal tax purposes
effective Date 12.

    Entity 15 is granted an extension of time of 120 days from the date of this letter to

make an election to be treated as a disregarded entity for U.S. federal tax purposes
effective Date 13.

   This ruling is contingent on each of the above Entities 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.

PLR-120555-24 through PLR-120568-24; 9
PLR-120571-24

                                                 Sincerely,

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




                                           By: _____________________________
                                               Jennifer N. Keeney
                                               Senior Counsel, Branch 1
                                               Office of Associate Chief Counsel
                                               (Passthroughs, Trusts, and Estates)

Enclosure:

    Copy of this letter for § 6110 purposes

cc:
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