IRS written determination 202609010

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: 202609010
Release Date: 2/27/2026
Index Number: 1400Z.02-00, 9100.00-00

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Third Party Communication: None
Date of Communication: Not Applicable

Person To Contact:
---------------------, ID No. -----------------
Telephone Number:
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Refer Reply To:
CC:ITA:B04
PLR-111319-25
Date:
December 03, 2025

LEGEND

Taxpayer = ----------------------------------------------------------------------
-------------------------
Owner
Manager
=
=
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-----------------------
State = ----------
Accountant = -----------------------------------------------------
Trust = -----------------------------------------------------
Date 1 = ------------------
Date 2 = --------------------------
Date 3 = ---------------------
Date 4 = ---------------------
Year 1 = -------
$A = ---------------

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

This ruling responds to Taxpayer’s request for a letter ruling dated Date 1. Specifically,
Taxpayer requests an extension of time under sections 301.9100-1 and 301.9100-3 of
the Income Tax Regulations, to (1) make a timely election under section 1.1400Z2(d)-
1(a)(2)(i) to be certified as a qualified opportunity fund (QOF), as defined in section
1400Z-2(d) of the Internal Revenue Code, and (2) for Taxpayer to be treated as a QOF,
effective for its Year 1 taxable year, effective as of Date 2, as provided by section
1400Z-2(d) and section 1.1400Z2(d)-1(a) of the Income Tax Regulations.

PLR-111319-25

2
FACTS

Taxpayer is a limited liability company organized under the laws of State on Date 2.
Taxpayer is classified as a partnership for U.S. Federal income tax purposes and has
provisions in its operating agreement that state that its purpose is to be a QOF and to
invest in qualified opportunity zone property as defined in section 1400Z-2(d)(1).
Taxpayer’s annual accounting period is the calendar year and uses the cash method of
accounting. Year 1 is the first year of Taxpayer’s operation and filing obligation.

Owner is the manager of Taxpayer. Manager is the sole member and manager of
Owner. Accountant has prepared returns for Manager and his related entities for
several years. Manager engaged Accountant to prepare Taxpayer’s returns for Year 1
and relied upon Accountant to file the necessary forms to maintain Taxpayer’s status as
a QOF. Trust, established by Manager, made a capital contribution of $A to Taxpayer
in Year 1.

On Date 3, Accountant timely filed an extension to file Taxpayer’s Form 1065, U.S.
Return of Partnership Income, for Year 1. Accountant was aware that the Taxpayer
intended to elect to be a QOF, but Accountant was unaware of the need to file Form
8996, Qualified Opportunity Fund, with the return, because the tax software Accountant
used to prepare the return did not indicate that the form was required. Therefore,
Taxpayer timely filed its Form 1065, but Form 8996 was not included.

On or about Date 4, an examination of Trust began. The examination report proposed
to disallow Trust’s deferral of capital gain related to its contribution of capital to
Taxpayer because Taxpayer had not filed Form 8996. The Trust subsequently filed an
administrative protest to appeal the findings of the examination, which is now pending
with the IRS Independent Office of Appeals. Taxpayer also filed Form 8802, Notice of
Inconsistent Treatment or Administrative Adjustment Request (AAR), and Form 1065-X,
Amended Return or Administrative Adjustment Request (AAR), for Year 1 with a Form
8996 attached on or around Date 1.

Taxpayer represents that granting of the relief under section 301.9100-3 will not result in
a lower tax liability for the years affected by the election.

LAW AND ANALYSIS

Section 1400Z-2(e)(4)(A) of the Internal Revenue Code directs the Secretary to
prescribe regulations for rules for the certification of QOFs. Section 1.1400Z2(d)-1(a)(2)
of the Income Tax Regulations provides the rules for an entity to self-certify as a QOF.
Section 1.1400Z2(d)-1(a)(2)(i) provides that the entity electing to be certified as a QOF
must do so annually on a timely filed return 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.

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To self-certify as a QOF, a taxpayer must file Form 8996, with its tax return for the year
to which the certification applies. The Form 8996 must be filed by the due date of the
tax return (including extensions). The information provided indicates that Taxpayer filed
its Form 1065 for Year 1, but did not attach its Form 8996. Taxpayer’s Form 8996 was
not filed by the due date of its federal income tax return (including extensions) because
Accountant was unfamiliar with the need to file Form 8996 and therefore failed to
include Form 8996 in the filed return.

Because section 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 section
301.9100-1(b).

Sections 301.9100-1 through 301.9100-3 provide the standards that the Commissioner
will use to determine whether to grant an extension of time to make a regulatory
election.

Section 301.9100-3(a) provides that requests for extensions of time for regulatory
elections (other than automatic extensions covered in section 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.

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, section 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

PLR-111319-25

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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) 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).

Section 301.9100-3(c)(1)(ii) provides that the interests of the government are ordinarily
prejudiced if the taxable year in which the regulatory election should have been made or
any taxable year that would have been affected by the election had it been timely made
are closed by the period of limitations on assessment under section 6501(a) before the
taxpayer’s receipt of a ruling granting relief under this section.

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. Consequently, the Form
8996 attached to Taxpayer’s Form 1065-X for Year 1, filed on or around Date 1, is
considered timely filed, and Taxpayer has thereby made the election under section
1400Z-2 and section 1.1400Z2(d)-1(a)(2)(i) to self-certify as a QOF for Year 1.
Taxpayer 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 Year 1 return.

CAVEATS

This ruling is based upon facts and representations submitted by Taxpayer and
accompanied by a penalty of perjury statement executed by an appropriate party. 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.

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Except as expressly provided herein, no opinion is expressed or implied concerning the
tax consequences of any aspect of any transaction or item discussed or referenced in
this letter. Specifically, we express no opinion, either express or implied, concerning
whether any investments made into Taxpayer are qualifying investments as defined in
section 1.1400Z2(a)–1(b)(34) or whether the taxpayer meets the requirements under
section 1400Z-2 and the regulations thereunder to be a QOF. Furthermore, we also
express no opinion on whether any interest owned by Taxpayer qualifies as qualified
opportunity zone property, as defined in section 1400Z(d)(2), or whether such interest
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 instant transaction
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 instant transaction.

A copy of this letter must be attached to any income 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.

This ruling is directed only to the taxpayer requesting it. Section 6110(k)(3) of the Code
provides that it may not be used or cited as precedent.

In accordance with the Powers of Attorney on file with this office, a copy of this letter is
being sent to your authorized representatives.

Sincerely,

Mon L. Lam
Senior Counsel, Branch 4
Office of Associate Chief Counsel
(Income Tax and Accounting)

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