IRS written determination 202627009

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: 202627009
Release Date: 7/2/2026
Index Number: 1362.00-00, 1362.01-00,
1362.01-03

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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:PTE:B03
PLR-117527-25
Date:
April 09, 2026

Legend

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

Date 2 = ----------------------

State = --------------------

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

This letter responds to a letter dated July 29, 2025, and subsequent
correspondence, submitted on behalf of X by its authorized representatives, requesting
relief to file a late S corporation election under § 1362(b)(5) of the Internal Revenue
Code (Code).

FACTS

The information submitted states that X was formed as a limited liability company
under the laws of State on Date 1. X intended to elect to be classified as an association
taxable as a corporation and to elect to be treated as an S corporation for Federal tax
purposes, with both elections effective Date 2. X timely filed Form 8832, Entity
Classification Election, to be classified as an association taxable as a corporation,
effective Date 2. However, X failed to timely file a Form 2553, Election by a Small
Business Corporation, effective Date 2.

PLR-117527-25

2
LAW AND ANALYSIS

Section 1362(a)(1) provides that, except as provided in § 1362(g), a small
business corporation may elect, in accordance with § 1362, 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 (A) at any time during the preceding
taxable year, or (B) at any time during the current 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) the 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 the election is treated as made for the
following taxable year.

Section 1362(b)(5) provides that if (A) 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 § 1362(a) election is
made for any taxable year, and (B) the Secretary determines that there was reasonable
cause for the failure to timely make such election, the Secretary may treat such an
election as timely made for the taxable year (and § 1362(b)(3) shall not apply).

CONCLUSION

Based on the facts submitted and representations made, we conclude that X has
established reasonable cause for failing to make a timely election to be an S corporation
effective Date 2. Thus, we conclude that X is eligible for relief under § 1362(b)(5).

Accordingly, if X makes an election to be an S corporation by filing a completed
Form 2553 with the appropriate service center effective Date 2, within 120 days from
the date of this letter, the election shall be treated as timely made. A copy of this letter
should be attached to X’s Form 2553.

Finally, this ruling is contingent on X and its shareholders filing, within 120 days
from the date of this letter to the extent necessary or appropriate, all required federal
income tax returns (including amended returns) consistent with the relief granted in this
letter. A copy of this letter must accompany any such returns.

Except as expressly provided herein, we express or imply no opinion concerning
the federal tax consequences of any aspect of any transaction or item discussed or
referenced in this letter. Specifically, we express or imply no opinion concerning
whether X is otherwise eligible to be an S corporation for federal tax purposes.

PLR-117527-25

3
The ruling contained in this letter is based upon 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 only to the taxpayer who requested it. Section 6110(k)(3)
of the Code provides that it may not be used or cited as precedent.

In accordance with a power of attorney on file with the office, a copy of this letter
is being sent to X’s authorized representatives.

Sincerely,

Elizabeth V. Zanet
Senior Technician Reviewer, Branch 3
Office of the Associate Chief Counsel
(Partnerships, Trusts, and Estates)

Enclosure:
A copy of this letter

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