IRS written determination 202607013

Private letter rulings and published taxpayer determination letters. Native document type is retained separately; a determination letter is not labeled a private letter ruling. These taxpayer-specific releases cannot be used or cited as precedent under 26 USC 6110(k)(3); applicability and current legal force are not independently certified. Keep repeated UILC subjects attached to one actual numbered document.

Internal Revenue Service
Department of the Treasury
Washington, DC 20224
Number: 202607013
Release Date: 2/13/2026
Index Number: 9100.31-00, 1362.01-03

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Third Party Communication: None
Date of Communication: Not Applicable
Person To Contact:
----------------------------, ID No. --------------
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Telephone Number:
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Refer Reply To:
CC:PTE:B01

PLR-113028-25

Date:
November 18, 2025

LEGEND

X = ----------------------------------------------------------------------
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State = -------------

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

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

This letter responds to a letter dated June 21, 2025, and subsequent correspondence,
submitted on behalf of X requesting that the Service grant X an extension of time under
§ 301.9100-3 of the Procedure and Administration Regulations to file an election under
§ 301.7701-3(c) to be classified as an association taxable as a corporation for federal
tax purposes, and relief to file a late S corporation election under § 1362(b)(5) of the
Internal Revenue Code (Code).

FACTS

According to the information submitted, X, a State limited liability company, was formed
on Date. X represents that as of Date, it was a domestic entity eligible to elect to be
classified as a corporation for federal tax purposes. X also represents that it intended to
be treated as an S corporation effective Date. However, X failed to timely file Form
2553, Election by a Small Business Corporation, including the deemed election to be

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classified as an association taxable as a corporation under § 301.7701-3(c)(1)(v)(C) or
any separate Form 8832, Entity Classification Election, effective Date.

LAW AND ANALYSIS

Section 1362(a)(1) provides that a small business corporation may elect to be an S
corporation.

Section 1362(b)(1) provides that an election under § 1362(a) may be made by a small
business corporation for any taxable year at any time during the preceding taxable year,
or at any time during the taxable year and on or before the 15th day of the third month
of the taxable year.

Section 1362(b)(3) provides that if (A) a small business corporation makes an election
under § 1362(a) for any taxable year, and (B) such election is made after the 15th day
of the third month of the taxable year and on or before the 15th day of the third month of
the following taxable year, then such election is treated as made for the following
taxable year.

Section 1362(b)(5) provides that if an election under § 1362(a) is made for any taxable
year (determined without regard to § 1362(b)(3)) after the date prescribed by § 1362(b)
for making the election for the taxable year or no election is made for any taxable year,
and the Secretary determines that there was reasonable cause for the failure to timely
make the election, then the Secretary may treat the election as timely made for the
taxable year (and § 1362(b)(3) shall not apply).

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)(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 service center designated on Form 8832.

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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 301.7701-3(c)(1)(v)(C) provides that an eligible entity that timely elects to be an
S corporation under § 1362(a)(1) is treated as having made an election under
§ 301.7701-3 to be classified as an association, provided that (as of the effective date of
the election under § 1362(a)(1)) the entity meets all other requirements to qualify as a
small business corporation under § 1361(b). Subject to § 301.7701-3(c)(1)(iv), the
deemed election to be classified as an association will apply as of the effective date of
the S corporation election and will remain in effect until the entity makes a valid election
under § 301.7701-3(c)(1)(i), to be classified as other than an association.

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
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 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.

Section 301.9100-3(a) provides that requests for relief subject to § 301.9100-3 will be
granted when a 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 facts submitted and the 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 association taxable as
a corporation for federal tax purposes, effective Date. A copy of this letter should be
attached to the Form 8832.

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In addition, based solely on the facts submitted and representations made, we conclude
that X has established reasonable cause for failing to make a timely S corporation
election. Thus, we conclude that X is eligible for relief under § 1362(b)(5). Accordingly, if
X makes an election to be an S corporation effective Date by filing a completed Form
2553 with the appropriate service center within 120 days following the date of this letter,
the election will be treated as timely made. A copy of this letter should be attached to
the Form 2553.

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. Specifically, we express or imply no opinion
concerning whether X is otherwise eligible to be an S corporation for federal tax
purposes. 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 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.

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: _________/S/__________________
Laura Fields
Chief, Branch 1
Office of Associate Chief Counsel
(Passthroughs, Trusts, and Estates)

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Enclosure
Copy of letter for § 6110 purposes

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