LLC receives more time for corporate classification and S election

Plain-English summary

A limited liability company intended to be treated as an S corporation but did not timely file either Form 2553 or a separate Form 8832 for corporate classification. The IRS found that the entity satisfied the standards for discretionary entity-classification relief and had reasonable cause for the late S corporation election. It granted 120 days to file Form 8832 electing association status effective on the intended date and to attach the ruling. It separately allowed the Form 2553 to be treated as timely if the entity files it within the same 120-day period with the ruling attached. The IRS did not determine whether the entity otherwise qualifies as an S corporation and expressed no view on penalties related to late returns.

Ruling snapshot

• Question: May the LLC make late elections for association classification and S corporation status effective on its intended date?
• Outcome: Approved, conditioned on filing both Forms 8832 and 2553 within 120 days
• Key authorities: IRC §§ 1361, 1362(b)(5); 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: 202534001 Third Party Communication: None
Release Date: 8/22/2025 Date of Communication: Not Applicable
Index Number: 7701.00-00; 9100.31-00
Person To Contact:
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-------------------------- Telephone Number:
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-------------------------------- Refer Reply To:
CC:PTE:B3
PLR-122558-24
Date:
May 21, 2025

LEGEND

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

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

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

State = ---------

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

   This letter is in response to a letter dated December 2, 2024, and subsequent

correspondence submitted on behalf of X by its authorized representatives, requesting
that the Service grant X an extension of time under § 301.9100-3 of the Procedure and
Administration Regulations to file an election to be classified as an association taxable
as a corporation for federal tax purposes under § 301.7701-3, and relief to file a late S
corporation election under § 1362(b)(5) of the Internal Revenue Code (Code).

                                                 FACTS

   The information submitted states that X was formed as a limited liability company

under the laws of State on Date 1. X represents that it was eligible and intended to be
PLR-122558-24 2

treated as an S corporation effective Date 2. However, X failed to timely file Form 2553,
Election by a Small Business Corporation, including the deemed election to be
classified as an association taxable as a corporation under § 301.7701-3(c)(1)(v)(C) or
any separate Form 8832, Entity Classification Election, effective Date 2.

                               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 as provided in
§ 301.7701-3. An 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)(1) provides that unless the entity elects otherwise, a

domestic eligible entity is: (i) a partnership if it has two or more members; or (ii)
disregarded as an entity separate from its owner if it has a single owner.

    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 IRS Service Center designated on the form.

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

   Section 301.7701-3(c)(1)(v)(C) provides that an eligible entity that timely elects to

be an S corporation under § 1362(a)(1) is treated as having made an election under
§ 301.7701-3 to be classified as an association, provided that (as of the effective date of
the election under § 1362(a)(1)) the entity meets all other requirements to qualify as a
small business corporation under § 1361(b). Subject to § 301.7701-3(c)(1)(iv), the
deemed election to be classified as an association will apply as of the effective date of
the S corporation election and will remain in effect until the entity makes a valid election
under § 301.7701-3(c)(1)(i), to be classified as other than an association.

   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
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 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.
PLR-122558-24 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 rules for requesting extensions of time for
regulatory elections that do not meet the requirements of § 301.9100-2.

    Section 301.9100-3(a) provides that requests for relief subject to § 301.9100-3

will be granted when a taxpayer provides the 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.

  Section 1362(a)(1) provides that, except as provided in § 1362(g), a small

business corporation may elect, in accordance with § 1362, to be an S corporation.

    Section 1362(b)(1) provides that an election under § 1362(a) may be made by a

small business corporation for any taxable year (A) at any time during the preceding
taxable year, or (B) at any time during the taxable year and on or before the 15th day of
the third month of the taxable year.

   Section 1362(b)(3) provides that if (A) a small business corporation makes an

election under § 1362(a) for any taxable year, and (B) such election is made after the
15th day of the third month of the taxable year and on or before the 15th day of the third
month of the following taxable year, then such election shall be treated as made for the
following taxable year.

   Section 1362(b)(5) provides that if (A) an election under § 1362(a) is made for

any taxable year (determined without regard to § 1362(b)(3)), after the date prescribed
by § 1362(b) for making the election for the taxable year or no § 1362(a) election is
made for any taxable year, and (B) the Secretary determines that there was reasonable
cause for the failure to timely make such election, the Secretary may treat such an
election as timely made for the taxable year (and § 1362(b)(3) shall not apply).

                                  CONCLUSION

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

X has satisfied the requirements of §§ 301.9100-1 and 301.9100-3. As a result, X is
granted an extension of time of one hundred twenty (120) days from the date of this
letter to file a Form 8832, Entity Classification Election, with the appropriate service
center to elect to be treated as an association taxable as a corporation for federal tax
purposes, effective Date 2. A copy of this letter should be attached to the Form 8832.

  Additionally, based solely on the facts submitted and representations made, we

conclude that X has established reasonable cause for failing to make a timely election
PLR-122558-24 4

to be an S corporation effective Date 2 and is eligible for relief under § 1362(b)(5).
Accordingly, provided that X makes an election to be an S corporation by filing a
completed Form 2553 effective Date 2 with the appropriate service center within one
hundred twenty (120) days from the date of this letter, then such election will be treated
as timely made. A copy of this letter should be attached to the Form 2553.

   Except as expressly provided herein, we express or imply no opinion concerning

the federal tax consequences of any aspect of any transaction or item discussed or
referenced in this letter. Specifically, no opinion is expressed or implied concerning
whether X otherwise qualifies as an S corporation for federal tax purposes. 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 rulings contained in this letter are 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 to the taxpayer requesting it. Section 6110(k)(3) provides

that it may not be used or cited as precedent.

   Pursuant to a power of attorney on file with this office, a copy of this letter is

being sent to X's authorized representative.
PLR-122558-24 5

                                            Sincerely,


                                            Associate Chief Counsel
                                            (Passthroughs, Trusts, and Estates)




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

Enclosure:
Copy of this letter for § 6110 purposes

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