IRS grants a foreign entity a 120-day extension to file a late election to be treated as a partnership

Plain-English summary

A foreign business entity's default federal tax classification was a corporation,
but it wanted to be taxed as a partnership instead. To change that, it had to file
Form 8832 (the entity classification election) on time, and it missed the
deadline. The entity asked the IRS for "9100" relief, which lets the Commissioner
grant more time to make a late election when the taxpayer acted reasonably and in
good faith and the government is not prejudiced. The IRS granted a 120-day
extension to file the election effective back to the original date, on the
condition that the entity and its owners file all required returns (including Form
8865 for U.S. persons with interests in foreign partnerships) consistent with the
relief. The letter notes the standard caveats: it does not decide whether the
entity is actually eligible to make the election, and the partnership election is
disregarded for purposes of any Section 965 (transition tax) amounts it would
otherwise change.

Ruling snapshot

• Question: May a foreign eligible entity that missed the deadline get more time to file a late Form 8832 electing partnership classification?
• Outcome: Approved (120-day extension granted)
• Key authorities: Treas. Reg. § 301.7701-3 (entity classification); Treas. Reg. §§ 301.9100-1 and 301.9100-3

Full text (IRS public release)

Internal Revenue Service                        Department of the Treasury
                                                Washington, DC 20224

Number: 202551027                               Third Party Communication: None
Release Date: 12/19/2025                        Date of Communication: Not Applicable
Index Number: 7701.00-00, 9100.00-00,
              9100.31-00                          Person To Contact:
                                                -----------------, ID No. -----------------
                                                Telephone Number:
------------------------------------------------------------   --------------------
------                                          Refer Reply To:
-----------------------------------------------  CC:PT&E:B03
------------------------------------------------------------   PLR-101822-25
--------------                                  Date:
--------------------------------------------------------       November 13, 2025
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LEGEND

Company         = ------------------------------------------------------------------
                  ------------------------
Country         = ----------

Date            = ----------------------


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

      This letter responds to a letter dated December 19, 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 to file an election under § 301.7701-3 to be treated as a
partnership for federal tax purposes.

                                                     FACTS

       According to the information submitted, Company was formed on Date under the
laws of Country. Upon formation, Company's default classification was an association
taxable as a corporation for federal tax purposes. Company represents that it is a
foreign eligible entity, and was eligible and intended to be classified as a partnership for
federal tax purposes under § 301.7701-3(c). However, Company failed to timely file
Form 8832, Entity Classification Election, electing to be treated as a partnership for
federal tax purposes effective Date. Company represents it acted reasonably and in
good faith, and the grant of relief will not prejudice the interests of the Government.

                                   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 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.

         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 relevant 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 appropriate service center.

        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 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 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 (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 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 the standards the Commissioner will use to
determine whether to grant an automatic extension of time for certain elections. Section
301.9100-3 provides the standards the Commissioner will use to determine whether to
grant an extension of time for regulatory elections that do not meet the requirements of
§ 301.9100-2.

       Under § 301.9100-3, a request 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 the taxpayer acted reasonably and in good faith,
and the grant of relief will not prejudice the interests of the Government.

                                      CONCLUSION

        Based solely on the information 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 120 days from the date of
this letter to file Form 8832 with the appropriate service center to elect to be classified
as a partnership for federal tax purposes effective Date. A copy of this letter should be
attached to the Company's Form 8832.

        This ruling is contingent on the Company and its owners filing, within 120 days
from the date of this letter all required federal income tax returns and information returns
(including amended returns) for all relevant years consistent with the requested relief
granted in this letter. These returns include, but are not limited to, Form 8865, Return of
U.S. Persons With Respect to Certain Foreign Partnerships, 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. Alternatively, if Company files its tax returns
electronically, it may satisfy this requirement by attaching a statement to its returns that
provides the date and control number of this letter ruling.

        If applicable, Company's election to be classified as a partnership effective Date
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. See § 1.965-
4(c)(2) of the Income Tax Regulations.

       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. 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.

       Further, we express no opinion concerning interest, additions to tax, additional
amounts or penalties with respect to any taxable year that may be affected by these
rulings. 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.

      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 information
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, we are sending a
copy of this letter to Company's authorized representatives.


                                      Sincerely,

                                      Associate Chief Counsel
                                      (Passthroughs, Trusts, and Estates)




                                   By:______________________________
                                      Robert D. Alinsky
                                      Branch Chief, Branch 3
                                      (Passthroughs, Trusts, and Estates)


Enclosure:
      Copy of this letter for § 6110 purposes

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