IRS grants an LLC more time to elect corporate tax classification

Plain-English summary

An LLC intended to be taxed as a corporation from the date it was formed but
inadvertently failed to file Form 8832 on time. The entity asked for relief
under Treasury Regulation Section 301.9100-3, which allows extra time for a
missed regulatory election when the taxpayer acted reasonably and in good
faith and relief will not prejudice the government. The IRS found that the
requirements were met and gave the LLC 120 days to file its entity
classification election. The relief is conditioned on the LLC and its owners
filing all open-year returns consistently with corporate treatment during the
same 120-day period. The ruling does not determine whether the LLC otherwise
qualifies for the election or excuse any late-filing penalties.

Ruling snapshot

• Question: May an LLC file a late Form 8832 to be treated as an association taxable as a corporation from its formation date?
• Outcome: Approved. A 120-day extension was granted, subject to consistent open-year filings by the LLC and its owners.
• Key authorities: Treas. Reg. §§ 301.7701-2, 301.7701-3, 301.9100-1, and 301.9100-3

Full text (IRS public release)

Internal Revenue Service
Department of the Treasury
Washington, DC 20224

Number: 202611003
Release Date: 3/13/2026
Index Number: 7701.00-00, 9100.00-00,
9100.31-00

Third Party Communication: None
Date of Communication: Not Applicable

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Person To Contact:
----------------------------, ID No. --------------

Telephone Number:

Refer Reply To:
CC:PT&E:B01
PLR-111736-25
Date:
December 16, 2025

LEGEND

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

State = -------------

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

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

This letter is in response to your request dated April 23, 2025, and subsequent
correspondence, submitted on behalf of X by its authorized representative, 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 an association
taxable as a corporation for federal tax purposes.

                                               FACTS

According to the information submitted, X was formed on Date as a limited liability
company organized under the laws of State. X intended to elect to be treated as an
association taxable as a corporation for federal tax purposes effective Date. However, X
inadvertently failed to timely file Form 8832, Entity Classification Election, effective
Date.

                               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. 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)(1) provides that, except as provided in § 301.7701-3(b)(3),
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)(iii) provides, in part, 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 the date it was filed, it
will be effective 75 days prior the date it was 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
6 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. Treas. Reg. § 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.

Section 301.9100-2 provides the rules governing automatic extensions of time for
making certain elections. Treas. Reg. § 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 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.

                                  CONCLUSION

Based solely on the information submitted and the representations made, we conclude
that the requirements of § 301.9100-3 have been satisfied. Accordingly, X is granted an
extension of time of 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. A copy of
this letter should be attached to the Form 8832.

This ruling is contingent on X and its owners filing within 120 days from the date of this
letter all income tax or information returns for all open years consistent with the relief
granted in this letter. A copy of this letter should be attached to any such returns.

Except as specifically set forth above, 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.

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.

This ruling is directed only to the taxpayer requesting it. According to § 6110(k)(3) of
the Internal Revenue Code, this ruling may not be used or cited as precedent.

Under a power of attorney on file with this office, we are sending a copy of this letter to
X's authorized representative.

                                                 Sincerely,

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



                                       By:       _________________________
                                                 Caroline E. Hay
                                                 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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