Foreign entity receives late disregarded-entity election relief

Plain-English summary

A foreign eligible entity intended to be classified as an entity disregarded from its owner but did not timely file Form 8832. The entity and its owner had filed tax returns consistently with the requested classification. The IRS concluded that the entity acted reasonably and in good faith and that granting relief would not prejudice the government's interests. It granted the entity 120 days to file the late election, subject to a special limitation if the election would change any U.S. shareholder's IRC § 965 amounts.

Ruling snapshot

• Question: May a foreign eligible entity make a late election to be disregarded as separate from its owner?
• Outcome: Approved, the entity received 120 days to file Form 8832
• Key authorities: Treas. Reg. §§ 301.7701-3, 301.9100-1, 301.9100-2, 301.9100-3, 1.965-4(c)(2)

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 202533004 Third Party Communication: None
Release Date: 8/15/2025 Date of Communication: Not Applicable
Index Numbers: 7701.00-00, 9100.00-00,
9100.31-00 Person To Contact:
-------------------------, ID No. -----------------
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----------- Telephone Number:
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----------------------------- Refer Reply To:
--------------------------- CC:PTE:B03
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Date:
May 14, 2025

LEGEND

Company = ---------------------------------------------------------------------
------------------------

Country = ------------------------------------

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

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

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

    This letter responds to a letter dated October 11, 2024, and subsequent

correspondence, submitted on behalf of Company by its authorized representatives,
requesting an extension of time under § 301.9100-3 of the Procedure and
Administration Regulations for Company to file an election under § 301.7701-3 to be
classified as a disregarded entity for federal tax purposes.

                                                 FACTS

   The information submitted states that Company was formed under the laws

of Country on Date 1. Company represents that it is a foreign entity eligible to elect to
be disregarded as an entity separate from its owner for federal tax purposes effective
Date 2. However, Company failed to timely file a Form 8832, Entity Classification
PLR-119290-24 2

Election, electing to be disregarded as an entity separate from its owner for federal tax
purposes effective Date 2.

    Company and its owner have filed tax returns consistent with the requested

relief. Company represents that it acted reasonably and in good faith. Further,
Company represents that the interests of the government will not be prejudiced for all
taxable years affected by the election by granting the relief sought.

                                LAW AND ANALYSIS

    Section 301.7701-3(a) provides 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 as provided in § 301.7701-3. An eligible
entity with at least two members can elect to be classified as either an association (and
thus a corporation under § 301.7701-2(b)(2)) 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, in part, 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, in part, 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.

   Section 301.9100-1(c) provides that the Commissioner has discretion to grant a

reasonable extension of time to make a regulatory 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 (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.
PLR-119290-24 3

   Sections 301.9100-1 through 301.9100-3 provide the standards that 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.

    Under § 301.9100-3, requests for relief will be granted when the taxpayer

provides 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 facts submitted and the representations made, we conclude

that Company has satisfied the requirements of §§ 301.9100-1 and 301.9100-3. As a
result, Company is granted an extension of time of one hundred twenty (120) days from
the date of this letter to file Form 8832 with the appropriate service center to elect to be
disregarded as an entity separate from its owner for federal tax purposes
effective Date 2. A copy of this letter should be attached to the Form 8832.

    If applicable, Company's election to be classified as a disregarded entity

effective Date 2 is disregarded for purposes of determining the amounts of all § 965
elements of all United States shareholders of Company if the election otherwise would
change the amount of any § 965 element of any such United States shareholder.
§ 1.965-4(c)(2).

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

the federal tax consequences of the facts of this case under any other provision of the
Code and the regulations thereunder. 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 or imply no opinion concerning the assessment of any interest,

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

  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.

    Pursuant to a power of attorney on file with this office, we are sending a copy of

this letter to Company's authorized representatives.
PLR-119290-24 4

   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.

                                            Sincerely,

                                           Associate Chief Counsel
                                           (Passthroughs, Trusts, & Estates)


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

Enclosure:
Copy of this letter for § 6110 purposes

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