120-day extension to file a late Form 8832 electing partnership classification

Plain-English summary

A foreign entity wanted to be classified as a partnership for U.S. federal tax purposes as of a specific date, which requires filing Form 8832 (the entity classification election). Through inadvertence it missed the filing deadline, though it and its owners had already filed their tax returns consistent with partnership treatment. The entity asked the IRS for relief under Treas. Reg. § 301.9100-3, which lets the IRS grant extra time for a missed election when the taxpayer acted reasonably and in good faith and relief will not prejudice the government. The IRS found those standards met and granted 120 calendar days from the date of the letter to file the Form 8832 electing partnership classification. Granting the extension does not itself decide that the entity was eligible to make the election.

Ruling snapshot

• Question: Should the foreign entity get an extension of time to file a late Form 8832 electing to be classified as a partnership?
• Outcome: Approved (120-day extension granted)
• Key authorities: Treas. Reg. § 301.7701-3 (entity classification); Treas. Reg. §§ 301.9100-1, 301.9100-3

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 202552011 Third Party Communication: None
Release Date: 12/26/2025 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-110845-25
Date:
September 29, 2025

Legend

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

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

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

Country = ---------

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

This responds to your letter, dated January 30, 2025, submitted on behalf of Company
by its authorized representative, requesting an extension of time under § 301.9100-3 of
the Procedure and Administration Regulations for Company to file an entity
classification election pursuant to § 301.7701-3 to be treated as a partnership.

                                            FACTS

Company was formed under the laws of Country on Date 1. Company represents that it
is a foreign entity eligible to elect to be a partnership for federal tax purposes effective
Date 2. However, due to inadvertence, Company failed to timely file a Form 8832,
Entity Classification Election, electing to be a partnership for federal tax purposes
effective Date 2.

Company and its owners have filed tax returns consistent with the requested relief.
Company represents that it acted reasonably and in good faith. Further, Company
PLR-110845-25 2

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-(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 under all subtitles of the
Internal Revenue 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.

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.
PLR-110845-25 3

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 granting of relief will not prejudice the interests of the Government.

                                  CONCLUSION

Based solely on the facts submitted and representations made, we conclude that
Company has satisfied the requirements of §§ 301.9100-1 and 301.9100-3 with respect
to its request to make a late election to be classified as a partnership effective Date 2.
Accordingly, Company is granted an extension of time of 120 calendar days from the
date of this letter to make an election to classify Company as a partnership effective
Date 2. A copy of this letter ruling should be attached to the Form 8832.

Except for the specific ruling 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. In particular, § 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.

The ruling contained in this letter is based on information and representations submitted
by the taxpayer and accompanied by a penalty of perjury statement executed by the
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 a power of attorney on file with this office, we are sending a copy of
this letter ruling to your authorized representatives.

                                   Sincerely,


                                   ______________________________
                                   Joy Spies
                                   Senior Technician Reviewer
                                   Office of the Associate Chief Counsel
                                   (Passthroughs, Trusts, and Estates)

Enclosure
Copy for § 6110 purposes
PLR-110845-25 4

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