IRS written determination 202609005

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: 202609005
Release Date: 2/27/2026
Index Number: 1400Z.02-00, 9100.00-00

------------------
-------------------------------------------
-----------------------------------------
------------------------------------

Third Party Communication: None
Date of Communication: Not Applicable

Person To Contact:
----------------------, ID No. -----------------
Telephone Number:
--------------------
Refer Reply To:
CC:ITA:B08
PLR-110147-25
Date:
November 24, 2025

LEGEND

Taxpayer = --------------------------------------------

State 1

State 2
=

=
----------------------------------------------------
----------------------------------------------------
-------------

Manager = ----------------------

Employee

Accountant
=

=
----------------------------------------------------
----------------------------------------------------
-----------------------

Date 1 = ------------------

Date 2

Date 3

Date 4

Date 5

Date 6

=

=

=

=

=

----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
---------------------------

Month = --------------------

PLR-110147-25

2
Year 1 = -------

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

This letter responds to Taxpayer’s request for a letter ruling dated Date 1. Taxpayer
requests relief under §§ 301.9100-1 and 301.9100-3
1
for an extension of time to self-
certify as a qualified opportunity fund (QOF), as defined in section 1400Z-2(d), effective
as of Month, the first month in which Taxpayer intended to be a QOF.

FACTS

According to the information and representations provided, Taxpayer, a limited liability
company classified as a partnership for federal income tax purposes, was organized
under the laws of State 1 on Date 2, and reorganized under the laws of State 3 on Date
3. The business purpose of Taxpayer, as provided in its operating agreement, is to
operate as a QOF and investing in, acquiring, owning, developing, operating and
holding ownership interests in projects within opportunity zones. Taxpayer’s annual
accounting period is the calendar year and uses the cash method of accounting.

Manager is a real estate developer who formed Taxpayer. Taxpayer represents that
Manager does not have training in law or accounting and regularly employs the services
of attorneys and CPAs. Employee is employed by one of Manager’s entities that is not
the Taxpayer. Taxpayer represents that Employee is the person who, on behalf of
Manager, communicates with outside counsel and accountants with respect to entity
formation and tax return preparation. Taxpayer represents that Employee does not
regularly prepare tax returns.

Taxpayer represents that Accountant is the certified public accountant with whom
Manager contracted to assist in forming entities and preparing their tax returns,
including Taxpayer. Taxpayer represents that Accountant was aware that the intent in
forming Taxpayer was for Taxpayer to qualify as a QOF.

Taxpayer represents that on Date 4, Employee notified Accountant that Accountant
should include Taxpayer with the other tax filing extension applications that Accountant
would be filing on behalf of Manager and his entities. Taxpayer represents that
Accountant responded via email on the same day that Accountant needed additional
information to do so but sent the response to an old e-mail address. Employee
represents that Employee did not see Accountant’s email. Taxpayer represents that
Accountant filed extensions for Manager’s other entities, but not for Taxpayer.

Taxpayer represents that on Date 5, after the deadline to file Taxpayer’s return for Year
1, Employee notified Accountant that Taxpayer’s information was ready for Accountant

1
Unless otherwise specified, all “section” references are to sections of the Internal Revenue Code (Code)
and all “§” references to sections of the Treasury Regulations (26 CFR Part 1) or (26 CFR Part 301).

PLR-110147-25

3
to prepare the Year 1 return but learned that Accountant had never filed an extension.
Taxpayer represents that Accountant did not provide an explanation for not following up
on Accountant’s email on Date 4. Taxpayer represents that Accountant filed Taxpayer’s
return for Year 1, which included Form 8996, on Date 6.

Taxpayer represents that the interests of the Government will not be prejudiced by
granting relief as it will not result in Taxpayer having a lower tax liability in the aggregate
for all taxable years affected by the election than Taxpayer would have had if the
election had been timely made.

LAW

Section 1400Z-2(e)(4)(A) directs the Secretary to prescribe regulations for rules for the
certification of QOFs. Section 1.1400Z2(d)-1(a)(2)(i) of the 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 to self-certify as a QOF, a taxpayer must file Form 8996
with its tax return for the year to which the certification applies by the due date of the tax
return (including extensions).

Section 301.9100-3(a) of the 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.

Section 301.9100-3(b)(1) of the regulations 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.

PLR-110147-25

4
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) of the regulations 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).

CONCLUSION

The information and representations provided indicates that Taxpayer did not timely file
its Form 8996 by the due date of its income tax return for Year 1 due to Taxpayer’s
reasonable reliance on Accountant and Accountant’s failure to timely file a Form 8996
on behalf of Taxpayer. Based on the facts and information submitted, including the
affidavits and representations made under penalties of perjury, 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 on Date 6, is considered timely filed, and Taxpayer
has thereby made the election under section 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.

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 Taxpayer and
accompanied by penalty of perjury statements executed by the appropriate parties.

PLR-110147-25

5
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 §
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.

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.

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. Taxpayers that have previously filed a return or administrative adjustment
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).

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 representatives.

Sincerely,

Dominic D. DiMattia
Assistant to the Branch Chief, Branch 8
Office of Associate Chief Counsel
(Income Tax and Accounting)

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