IRS written determination 202607003

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: 202607003
Release Date: 2/13/2026
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:B08
PLR-109625-25
Date:
November 18, 2025

LEGEND

Taxpayer = -----------------------------------------------------------------
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State = --------------------
Individual = -------------------------
Accounting Firm = ------------------------
Month A = -----------
Date 1 = ---------------------
Date 2 = ------------------
Date 3 = --------------------------
Date 4 = ----------------
Date 5 = -----------------------
Year 1 = -------
Year 2 = -------

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 taxable year ended Date 3, effective as of the month Taxpayer formed,
as provided by section 1400Z-2(d) and section 1.1400Z2(d)-1(a) of the Income Tax
Regulations.

PLR-109625-25

2
FACTS

According to the affidavits and additional information provided to us, Taxpayer has
represented that the facts are as follows: Taxpayer is a limited liability company
organized under the laws of State and was formed on Date 2. Taxpayer is classified as
a partnership for U.S. federal income tax purposes and was formed for the purpose of
investing in qualified opportunity zone property and serving as a QOF.

Individual, as managing member of Taxpayer, was responsible for ensuring Taxpayer’s
federal tax returns were prepared and filed on a timely basis. Individual, however, did
not have extensive knowledge of the federal tax laws or of the QOF qualification
requirements. Taxpayer’s Form 1065, U.S. Return of Partnership Income and Form
8996, Qualified Opportunity Fund for the period ending Date 3, was due on Date 4.
Taxpayer, however, did not file by Date 4, either Taxpayer's Form 1065, or a Form
7004, Application for Automatic Extension of Time to File Certain Business Income Tax,
Information, and Other Returns. Accordingly, Taxpayer failed to file a timely Form 8996
for Year 1.

In Month A of Year 2, Individual sought tax preparations services from Accounting Firm
to file Taxpayer’s tax year 1 income tax return. Later in Month A, Accounting Firm
alerted Taxpayer that, because Taxpayer did not file Form 7004, the return and election
were not filed timely. Accounting firm also told Taxpayer that it would need late election
relief to file Form 8996. Taxpayer authorized Accounting Firm to file this ruling request
pursuant to sections 301.9100-1 and 301.9100-3 of the Procedure and Administration
Regulations and to prepare Taxpayer’s Year 1 return. Accounting Firm filed Taxpayer's
Forms 1065 with an attached Form 8996 for Year 1 on Date 5.

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.

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 did
not timely file the Form 8996 by the due date of its Year 1 federal income tax return

PLR-109625-25

3
(including extensions) due to Individual’s lack of knowledge of the federal tax laws
applicable to Taxpayer and of the self-certification requirements for QOFs.

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.

Under section 301.9100-3(b), a taxpayer is deemed to have acted reasonably and in
good faith if the taxpayer requests relief before the failure to make the regulatory
election is discovered by the Service, or reasonably relied on a qualified tax
professional, and the tax professional failed to make, or advise the taxpayer to make,
the election. However, a taxpayer is not considered to have reasonably relied on a
qualified tax professional if the taxpayer knew or should have known that the
professional was not competent to render advice on the regulatory election or was not
aware of all relevant facts.

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
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

PLR-109625-25

4
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.

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 return for Year 1, filed Date 5, is considered timely filed, and
Taxpayer has thereby made the election under § 1400Z-2 and § 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.

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.

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. 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.

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 Power of Attorney on file with this office, a copy of this letter is
being sent to your authorized representatives.

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.

PLR-109625-25

5
Sincerely,

Erika C. Reigle
Acting Branch Chief, Branch 8
Office of Associate Chief Counsel
(Income Tax and Accounting)

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