Late qualified opportunity fund certification treated as timely

Plain-English summary

A partnership was formed to operate as a qualified opportunity fund, but its manager and tax advisers did not timely file an extension or partnership return because of a miscommunication. The advisers later filed a late Form 1065 with Form 8996 identifying the partnership's first month as a QOF. The IRS found that the partnership acted reasonably and in good faith and that relief would not prejudice the government. It treated the late Form 8996 as timely filed for the self-certification election. The ruling does not decide whether the partnership, its investments, or entities it owns satisfy the substantive qualified opportunity zone requirements.

Ruling snapshot

• Question: May the partnership's late Form 8996 be treated as timely for its qualified opportunity fund self-certification?
• Outcome: Approved, the late Form 8996 is considered timely filed for the requested effective month
• Key authorities: IRC § 1400Z-2; Treas. Reg. §§ 1.1400Z2(d)-1, 301.9100-1, 301.9100-3

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 202531007 Third Party Communication: None
Release Date: 8/1/2025 Date of Communication: Not Applicable
Index Number: 1400Z.02-00, 9100.00-00
Person To Contact:
------------------- -----------------------, ID No. -----------------
------------------------ Telephone Number:
----------------------------- ---------------------
Refer Reply To:
CC:ITA:B04
PLR-120218-24
Date:
April 30, 2025

                                              LEGEND

Taxpayer = -------------------------------------------------
Date 1 = -----------------
Date 2 = ---------------------
Date 3 = ---------------------------
Date 4 = -----------------------
Month 1 = --------------
Month 2 = ----------------------
Year 1 = -------
Manager = -------------------
Advisors = ------------------------------------------------------------------------------------
----------------------------------------------------------
State Z = -------------

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

This letter responds to Taxpayer’s request dated Date 4, 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 filed Form 8996, Qualified
Opportunity Fund, to be treated as timely for purposes of the election (1) to self-certify
as a qualified opportunity fund (QOF), as defined in section 1400Z-2(d) of the Internal
Revenue Code (Code) and (2) to be treated as a QOF, effective as of the date
Taxpayer was formed, Date 1, 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.
PLR-120218-24 2

                                    FACTS

Taxpayer has represented that the facts are as follows. Taxpayer, organized as a
partnership under the laws of State Z, was formed on Date 1 to be a QOF for the
purpose of acquiring, owning, and managing interests in one or more entities qualifying
as a qualified opportunity zone business under the meaning of section 1400Z-2(d)(3).
Taxpayer was formed and is owned by Manager and another member, and is managed
by Manager.

In early Year 1, Manager had two conversations with Advisors, who had been engaged
to prepare Manager’s individual and business income tax returns. During this
conversation, Manager expressed an interest in forming a QOF to invest in qualified
opportunity zone property, and in which Advisors described the mechanics of setting up
and funding a QOF and the required language to be included in a QOF operating
agreement, but did not discuss any procedural requirements for qualifying such an
entity as a QOF for Federal income tax purposes. Subsequently, Manager engaged
legal counsel to assist with the formation of Taxpayer and to prepare the operating
agreement.

In Month 2, Manager informed Advisors that Taxpayer had been formed on Date 1, and
that Manager had opened a bank account for Taxpayer and had transferred funds to the
account in Month 1. Advisors requested that Manager provide Taxpayer’s
organizational documents and taxpayer identification number, which Manager provided.
Advisors were generally familiar with QOFs, but not with the specific procedures
required to elect to self-certify as a QOF. Additionally, Taxpayers had not specifically
requested that Advisors prepare a Year 1 tax return for Taxpayer.

On Date 2, Manager requested assistance from Advisors in preparing a schedule K-1
for Taxpayer for Year 1. Advisors then realized that an extension should have already
been filed for Taxpayer’s Year 1 Form 1065, U.S. Return of Partnership Income, but
that such an extension had not been filed due to a miscommunication between Manager
and Advisors. Accordingly, Taxpayer had not timely elected to be treated as a QOF on
Form 8996.

On Date 3, Advisors filed Taxpayer’s non-timely Year 1 Form 1065, including a
completed Form 8996 identifying Month 1 as Taxpayer’s first month as a QOF.
Taxpayer and Advisors subsequently submitted this request for 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
PLR-120218-24 3

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. Form 8996 must be filed by the due date of the tax
return (including extensions). The information provided indicates that Taxpayer intended
to self-certify as a QOF as of the month Taxpayer was formed, Month 1.

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;
  (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.

PLR-120218-24 4

   (iv)   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 Form 8996 for Year 1, certifying Taxpayer as a QOF as of Month 1, 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.

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 Month 1. 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.
PLR-120218-24 5

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,

                                Stephen J. Toomey
                                Senior Counsel, Branch 4
                                Office of Associate Chief Counsel
                                (Income Tax & Accounting)

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