120-day extension for a foreign entity to make a late disregarded-entity election

Plain-English summary

A foreign entity intended to be treated as a disregarded entity for U.S. federal tax purposes as of a specified date but did not file Form 8832 on time. It asked the IRS for an extension under Treas. Reg. § 301.9100-3 and represented that it had acted reasonably and in good faith and that relief would not prejudice the government. The IRS found the regulatory requirements satisfied and granted 120 days to file a properly completed Form 8832. The relief is conditional on the entity's owners filing all required federal income tax and information returns, including amended returns, consistently with disregarded-entity treatment within the same 120-day period. The IRS also stated that the election may be disregarded when determining U.S. shareholders' IRC § 965 elements if the election otherwise would change those amounts. The ruling does not decide whether the entity is otherwise eligible to make the election or excuse any late-filing penalties.

Ruling snapshot

• Question: Should the foreign entity receive more time to file Form 8832 electing disregarded-entity status as of the requested date?
• Outcome: Approved (120-day extension granted, subject to consistent return filings)
• Key authorities: Treas. Reg. §§ 301.7701-3, 301.9100-1, 301.9100-3; Treas. Reg. § 1.965-4(c)(2)

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 202552021 Third Party Communication: None
Release Date: 12/26/2025 Date of Communication: Not Applicable
Index Number: 7701.00-00, 9100.31-00
Person To Contact:
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                                                         PLR-109408-25

                                                         Date:
                                                         August 08, 2025




                                              LEGEND

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

Country = ------

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

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

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

This responds to a letter dated April 10, 2025, requesting an extension of time under
§ 301.9100-3 of the Procedure and Administration Regulations to file an entity
classification election under § 301.7701-3.

                                               FACTS

X was formed under the laws of Country on Date 1. X represents that it is a foreign
entity eligible to elect to be classified as a disregarded entity for federal tax purposes
effective Date 2. However, X failed to timely file Form 8832, Entity Classification
Election, to be treated as a disregarded entity effective Date 2.

X represents that it acted reasonably and in good faith. X also represents that granting
the requested relief will not prejudice the interests of the government.
PLR-109408-25 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 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. If an
election specifies an effective date more than 75 days prior to the date on which the
election is filed, it will be effective 75 days prior to the date it was filed.

Section 301.9100-1(c) provides that the Commissioner in exercising the
Commissioner's discretion may grant a reasonable extension of time under the rules set
forth in §§ 301.9100-2 and 301.9100-3 to make a regulatory election, or a statutory
election (but not 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.

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 the election. Section
301.9100-2 provides the standards the Commissioner will use to determine whether to
grant an automatic extension of time for making certain elections. Section 301.9100-3
provides the guidelines for granting extensions of time for making elections that do not
PLR-109408-25 3

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 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 facts submitted and the representations made, we conclude that
the requirements of §§ 301.9100-1 and 301.9100-3 have been satisfied. As a result, X
is granted an extension of time of 120 days from the date of this letter to make an
election to be treated as a disregarded entity for federal tax purposes effective Date 2. X
must make the election by filing a properly executed Form 8832 with the appropriate
service center. A copy of this letter should be attached to the Form 8832.

This ruling is contingent on the owners of X filing, within 120 days of the date of this
letter, all required federal income tax returns and information returns (including
amended returns) consistent with the requested relief granted in this letter. These
returns may include, but are not limited to, the following forms: (i) Form 5471,
Information Return of U.S. Persons With Respect to Certain Foreign Corporations, (ii)
Form 8865, Return of U.S. Persons With Respect to Certain Foreign Partnerships, and
(iii) Form 8858, Information Return of U.S. Persons With Respect to Foreign
Disregarded Entities, 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.

If applicable, the election made by the entity described above is disregarded for
purposes of determining the amounts of all § 965 elements of all United States
shareholders of the entity described above if the election otherwise would change the
amount of any § 965 element of any such United States shareholder. See § 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 described above under any other provision of the
Code and 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.

In addition, we express 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 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.
PLR-109408-25 4

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 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.

                                   Sincerely,


                                   Jeffrey A. Van Hove
                                   Acting Associate Chief Counsel
                                   (Passthroughs, Trusts, and Estates)



                              By: _____________________________
                                  Joy C. Spies
                                  Senior Technician Reviewer, Branch 1
                                  Office of Associate Chief Counsel
                                  (Passthroughs, Trusts, and Estates)

Enclosure
Copy of letter for § 6110 purposes

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