Partnership gets 60 more days to self-certify as a qualified opportunity fund

Plain-English summary

A partnership formed to invest in qualified opportunity zone property intended to elect qualified opportunity fund status. Its accountant knew of that intent but failed to advise the partnership to file a partnership return for the relevant year with Form 8996, the required self-certification. The partnership later discovered the omission and asked for an extension under Treasury Regulation 301.9100-3. The IRS found that the partnership acted reasonably and in good faith and represented that late relief would not reduce the aggregate tax liability of it or affected taxpayers. It granted 60 days from the letter date to file Form 8996 with the partnership's return for the relevant year. The relief covers only the Form 8996 election and does not extend the deadline for Form 1065 or decide whether the partnership otherwise qualifies as a qualified opportunity fund.

Ruling snapshot

• Question: Should the partnership receive more time to file Form 8996 and self-certify as a qualified opportunity fund under section 1400Z-2?
• Outcome: Approved (60 days from the date of the letter)
• Key authorities: IRC § 1400Z-2; Treas. Reg. §§ 1.1400Z2(d)-1, 301.9100-1, 301.9100-3

Full text (IRS public release)

Internal Revenue Service Department of the Treasury
Washington, DC 20224

Number: 202611008 Third Party Communication: None
Release Date: 3/13/2026 Date of Communication: Not Applicable
Index Number: 9100.00-00
Person To Contact:
------------------------------------------------ ---------------------, ID No. -----------------
-------------------------- Telephone Number:
----------------------------- --------------------
------------------------- Refer Reply To:
CC:ITA:B08
PLR-115325-25
Date:
December 17, 2025

LEGEND

Taxpayer = ------------------------------------------------
Partners = -----------------------------------
Accountant = ---------------------------
Month 1 = ------------------
Date 1 = ----------------------
Date 2 = ----------------------
State = --------------
Year 1 = -------
Year 2 = -------
Year 3 = -------
Year 4 = -------

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

This letter responds to Taxpayer's request for a letter ruling dated Date 2. Specifically,
Taxpayer requests relief, under §§ 301.9100-1 and 301.9100-31 of the Procedure and
Administration Regulations, for an extension of time to file Form 8996, Qualified
Opportunity Fund, to self-certify as a qualified opportunity fund (QOF), as defined in
section 1400Z-2(d) of the Internal Revenue Code (the Code), effective as of Month 1,
the first month in which Taxpayer intended to be a QOF.

1 Unless otherwise specified, all “section” references are to sections of the Internal Revenue Code

and all “§” references to sections of the Treasury Regulations (26 CFR Part 1) or (26 CFR Part 301).

PLR-115325-25 2

                                     FACTS

According to the information and representations provided, Taxpayer, a limited liability
company (LLC) classified as a partnership for Federal income tax purposes, was
formed on Date 1 in State. Pursuant to the terms of the LLC operating agreement,
Taxpayer was formed for the primary purpose of investing in, holding, managing, and
disposing of qualified opportunity zone property as defined in section 1400Z-2(d)(2) of
the Code.

Taxpayer engaged Accountant in approximately Year 1. As part of the engagement,
Accountant prepared income tax returns for Partners for Year 2 and Year 3. Accountant
was aware that Taxpayer and Partners intended for Taxpayer to make qualified
opportunity zone investments, and for Taxpayer to elect to be a QOF. However,
Accountant failed to advise Taxpayer to file a partnership return for Taxpayer for Year 2
with Taxpayer’s self-certification as a QOF on Form 8996.

In Year 4, Taxpayer became aware of the need to file a partnership return with Form
8996 for Year 2.

Taxpayer represents that the Government’s interests will not be prejudiced by the grant
of relief because the aggregate tax liability of the Taxpayer and other affected taxpayers
for taxable years affected by the election is not lower than if the QOF self-certification
had been timely made.

                             LAW AND ANALYSIS

Section 1400Z-2(e)(4) of the Code directs the Secretary to prescribe such regulations
as may be necessary to carry out the purposes of section 1400Z-2, including rules for
the certification of QOFs. Section 1.1400Z2(d)-1(a)(2)(i) of the Income Tax Regulations
provides that the self-certification of a QOF must be timely-filed and effectuated
annually in such form and manner as may be prescribed by the Commissioner of
Internal Revenue in the Internal Revenue Service forms or instructions, or in
publications or guidance published in the Internal Revenue Bulletin. The Form 8996
Instructions published pursuant to these regulations specify that a taxpayer must file
Form 8996 with its tax return by the due date of the tax return (including extensions).
Because § 1.1400Z2(d)-1(a)(2)(i) sets forth the manner and timing for an entity to self-
certify as a QOF, these elections are regulatory elections, as defined in § 301.9100-
3(b)(1).

Section 301.9100-3(a) of the Procedure and Administration Regulations provides that
requests for extensions of time for regulatory elections (other than automatic extensions
covered in § 301.9100-2) will be granted when the taxpayer provides evidence
(including affidavits) to establish that the taxpayer acted reasonably and in good faith
and the grant of relief will not prejudice the interests of the government.

PLR-115325-25 3

Section 301.9100-3(b)(1) provides that a taxpayer is deemed to have acted reasonably
and in good faith if the taxpayer—

   (i) requests relief before the failure to make the regulatory election is discovered
   by the Service;

   (ii) failed to make the election because of intervening events beyond the
   taxpayer's control;

   (iii) failed to make the election because, after exercising reasonable diligence,
   the taxpayer was unaware of the necessity for the election;

   (iv) reasonably relied on the written advice of the Service; or

   (v) reasonably relied on a qualified tax professional, and the professional failed to
   make, or advise the taxpayer to make, the election.

In addition, § 301.9100-3(b)(3) provides that a taxpayer is deemed not to have acted
reasonably and in good faith if the taxpayer—

   (i) seeks to alter a return position for which an accuracy-related penalty has been
   or could be imposed under section 6662 at the time the taxpayer requests relief,
   and the new position requires or permits a regulatory election for which relief is
   requested;

   (ii) was fully informed in all material respects of the required election and related
   tax consequences but chose not to make the election; or

   (iii) uses hindsight in requesting relief (if specific facts have changed since the
   original deadline that make the election advantageous to a taxpayer, the Service
   will not ordinarily grant relief).

Section 301.9100-3(c)(1) provides that the Commissioner will grant a reasonable
extension of time to make the regulatory election only when the interests of the
Government will not be prejudiced by the granting of relief. Section 301.9100-3(c)(1)(i)
of the regulations provides that the interests of the Government are prejudiced if
granting relief would result in a taxpayer having a lower tax liability in the aggregate for
all taxable years affected by the election than the taxpayer would have had if the
election had been timely made (taking into account the time value of money). Similarly,
if the tax consequences of more than one taxpayer are affected by the election, the
Government's interests are prejudiced if extending the time for making the election may
result in the affected taxpayers, in the aggregate, having a lower tax liability than if the
election had been timely made.

PLR-115325-25 4

                                   CONCLUSION

Based on the facts and information submitted and the representations made, we
conclude that Taxpayer has acted reasonably and in good faith, and that the granting of
relief would not prejudice the interests of the government. Accordingly, based solely on
the facts and information submitted, and the representations made in the ruling request,
we grant Taxpayer an extension of 60 days from the date of this letter ruling to file a
Form 8996 to make the election to self-certify as a QOF under section 1400Z-2 and §
1.1400Z2(d)-1(a)(2)(i). The election must be made on a completed Form 8996 attached
to the Taxpayer’s tax return for Year 2 and must be received by the appropriate service
center no later than 60 days from the date of this letter ruling. This letter ruling grants an
extension of time to file a Form 8996. This letter ruling does not grant an extension of
time to file Taxpayer’s Form 1065.

                                     CAVEATS

The granting of an extension of time in this ruling letter is not a determination that
Taxpayer is otherwise eligible to self-certify as a QOF. See § 301.9100-1(a).

This ruling is based upon facts and representations submitted by the Taxpayer and
accompanied by penalty of perjury statements executed by the appropriate parties.

This office has not verified any of the material submitted in support of the request for a
ruling. However, as part of an examination process, the Service may verify the factual
information, representations, and other data submitted.

Except as expressly provided herein, no opinion is either expressed or implied
concerning the tax consequences of any aspect of any transaction or item discussed or
referenced in this letter. Specifically, we have no opinion, either express or implied,
concerning whether any investments made in Taxpayer are qualifying investments as
defined in § 1.1400Z2(a)-1(b)(34) or whether Taxpayer meets the requirements under
section 1400Z-2 and the regulations thereunder to be treated as a QOF. In addition, we
also express no opinion on whether any interest owned in any entity by Taxpayer
qualifies as qualified opportunity zone property, as defined in section 1400Z-2(d)(2), or
whether such entity would be treated as a qualified opportunity zone business, as
defined in section 1400Z-2(d)(3). We express no opinion regarding the tax treatment of
the Taxpayer’s election to self-certify as a QOF under the provisions of any other
sections of the Code or regulations that may be applicable, or regarding the tax
treatment of any conditions existing at the time of, or effects resulting from, the self-
certification.

A copy of this letter must be attached to any tax return to which it is relevant.
Alternatively, taxpayers filing their returns electronically may satisfy this requirement by
attaching a statement to their return that provides the date and control number of the
letter ruling. Taxpayers that have previously filed a return or administrative adjustment

PLR-115325-25 5

requests attaching Form 8996 should submit a copy of this letter ruling to the Service
Center where Taxpayer files its returns along with a cover letter requesting that the
Service associate this ruling with the previous filing(s).

This ruling is directed only to the taxpayer requesting it. Section 6110(k)(3) provides
that it may not be used or cited as precedent. Enclosed is a copy of the letter ruling
showing the deletions proposed to be made when it is disclosed under section 6110.

Pursuant to the Form 2848, Power of Attorney and Declaration of Representative, on
file, we are sending a copy of this letter to Taxpayer's authorized representative.

                                                        Sincerely,

                                                        Frank W. Dunham III
                                                        Senior Counsel, Branch 8
                                                        Office of Chief Counsel
                                                        (Income Tax & Accounting)

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