Foreign entity gets 120 days to make a late disregarded-entity election

Plain-English summary

A foreign entity intended to be treated as disregarded from its owner for U.S. federal tax purposes but inadvertently failed to timely file Form 8832. It requested an extension under Treasury Regulation 301.9100-3. The IRS concluded from the submitted facts and representations that the entity met the requirements for relief and granted 120 days from the letter date to file the election with its intended effective date. The relief is contingent on the owner filing all required returns for open years consistently with the election within the same period, including relevant foreign-entity information returns. The election is disregarded for section 965 calculations if applying it would change a U.S. shareholder's section 965 amounts.

Ruling snapshot

• Question: Should the foreign entity receive more time to file Form 8832 electing treatment as an entity disregarded from its owner?
• Outcome: Approved (120 days from the date of the letter)
• 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: 202611005 Third Party Communication: None
Release Date: 3/13/2026 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-112799-25
Date:
December 09, 2025

                                              LEGEND

X = ----------------------------------------------------------
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Country = -----------

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

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

This letter responds to a letter dated June 18, 2025, submitted on behalf of X by X’s
authorized representatives, and subsequent correspondence requesting relief under
§ 301.9100-3 of the Procedure and Administration Regulations to file an election under
§ 301.7701-3 to be treated as an entity disregarded as separate from its owner for
federal tax purposes.

                                               FACTS

According to the information submitted, X was formed under the laws of Country on
Date. X intended to be treated as an entity disregarded as separate from its owner for
U.S. federal tax purposes effective Date. However, X inadvertently failed to timely file

PLR-112799-25 2

Form 8832, Entity Classification Election, to be treated as an entity disregarded as
separate from its owner for U.S. federal tax purposes.

                              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.

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 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 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 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 (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) 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.

Section 301.9100-3 provides the standards the Commissioner will use to determine
whether to grant an extension of time for regulatory extensions 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 (1) the taxpayer acted

PLR-112799-25 3

reasonably and in good faith, and (2) the grant of relief will not prejudice the interests of
the government.

                                  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 120 days from the date of this letter to file a Form 8832 with the
appropriate Service Center to elect to be classified as an entity disregarded as separate
from its owner, effective Date.

This ruling is contingent on the owner of X filing within 120 days of this letter all required
returns for all open years consistent with the requested relief. These returns may
include, but are not limited to, the following forms: (i) Forms 5471, Information Return
for U.S. Persons with Respect to Certain Foreign Corporations, (ii) Forms 8865, Return
of U.S. Persons With Respect to Certain Foreign Partnerships, and (iii) Forms 8858,
Information Return of U.S. Persons With Respect to Disregarded Entities, such that
these forms reflect the consequences of the relief granted in this letter.

If applicable, this election is disregarded for purposes of determining the amounts of all
§ 965 elements of all United States shareholders of X 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 provided above, we express or imply no opinion concerning the
federal tax consequences of the facts described above under any other provision of the
Code.

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 material submitted
in support of this ruling request, it is subject to verification on examination.

This ruling is directed only to the taxpayer who requested 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 ruling to X’s authorized representative.

PLR-112799-25 4

                                               Sincerely,

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

                                               __________/s/_______________
                                               Laura C. Fields
                                               Branch Chief, Branch 1
                                               Office of Associate Chief Counsel
                                               (Passthroughs, Trusts, and Estates)

Enclosure
Copy for § 6110 purposes

cc: ------------------------

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