IRS written determination 202631006

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: 202631006
Release Date: 7/31/2026
Index Number: 1361.00-00, 1361.05-00,
1362.00-00, 1362.01-03,
9100.00-00

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Third Party Communication: None
Date of Communication: Not Applicable
Person To Contact:
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Telephone Number:
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Refer Reply To:
CC:PT&E:B03
PLR-118924-25
Date:
April 29, 2026

LEGEND

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

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

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

Date 3 = ---------------------

Date 4 = ----------------------

Date 5 = -----------------

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

This letter responds to a letter dated September 8, 2025, submitted on behalf of
X by its authorized representative requesting that the Service grant X an extension of
time under § 301.9100-3 of the Procedure and Administration Regulations to elect to
treat Y as a qualified subchapter S subsidiary (“QSub”) under § 1361(b)(3) of the
Internal Revenue Code (“Code”).

PLR-118924-25

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FACTS

The information submitted states that X, a State corporation, was incorporated
on Date 1 and elected to be an S corporation effective Date 2. Y, a State limited liability
company, was organized on Date 3 and elected to be an S corporation effective Date 4.
On Date 5, X acquired a 100 percent interest in Y. X represents that it intended to elect
to treat Y as a QSub effective Date 5. However, X failed to timely file Form 8869,
Qualified Subchapter S Subsidiary Election, for Y.

LAW AND ANALYSIS

Section 1361(b)(3)(A) provides that except as provided in regulations prescribed
by the Secretary, for purposes of Title 26, (i) a corporation that is a QSub shall not be
treated as a separate corporation, and (ii) all assets, liabilities, and items of income,
deduction, and credit of a QSub shall be treated as assets, liabilities, and such items (as
the case may be) of the S corporation.

Section 1361(b)(3)(B) defines the term “qualified subchapter S subsidiary” as a
domestic corporation that is not an ineligible corporation (as defined in § 1361(b)(2)), if
100 percent of the stock of the corporation is held by an S corporation, and the S
corporation elects to treat the corporation as a QSub.

Section 1.1361-3(a) of the Income Tax Regulations provides the time and
manner of making a QSub election. An S corporation makes a QSub election for a
subsidiary by filing Form 8869 with the appropriate service center.

Section 1.1361-3(a)(4) provides that a QSub election cannot be effective more
than two months and 15 days prior to the date of filing.

Section 1.1361-3(a)(6) provides that an extension of time to make a QSub
election may be available under §§ 301.9100-1 and 301.9100-3.

Under § 301.9100-1(c), the Commissioner may grant a reasonable extension of
time to make a regulatory election, or a statutory election (but no more than six 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 regulatory elections that
do not meet the requirements of § 301.9100-2.

PLR-118924-25

3
Section 301.9100-3(a) provides that requests for relief under § 301.9100-3 will be
granted when the taxpayer provides the evidence (including affidavits described in §
301.9100-3(e)) to establish to the satisfaction of the Commissioner that the taxpayer
acted reasonably and in good faith, and the grant of relief will not prejudice the interests
of the Government.

CONCLUSION

Based on the facts submitted and representations made, we conclude that X has
satisfied the requirements of §§ 301.9100-1 and 301.9100-3 with respect to the QSub
election for Y. Accordingly, we grant X an extension of time of 120 days from the date of
this letter to elect to treat Y as a QSub effective Date 5. The election should be made for
Y by filing Form 8869 with the appropriate service center and a copy of this letter should
be attached to the election.

Except for the specific ruling above, we express or imply no opinion concerning
the federal income tax consequences of the facts of this case under any other provision
of the Code. Specifically, we express or imply no opinion concerning whether X is a
valid S corporation or whether Y is eligible to be a QSub.

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 requested ruling, it is subject to verification on examination.

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 a power of attorney on file with this office, we are sending a
copy of this letter to X’s authorized representative.

Sincerely,

Associate Chief Counsel
(Passthroughs, Trusts, and Estates)

By: ________________________
Richard T. Probst
Senior Technician Reviewer, Branch 3
Office of the Associate Chief Counsel
(Passthroughs, Trusts, and Estates)

PLR-118924-25

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Enclosure:
Copy of this letter for § 6110 purposes

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