IRS written determination 202624004

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: 202624004
Release Date: 6/12/2026
Index Number: 1361.05-00, 9100.00-00

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

Third Party Communication: None
Date of Communication: Not Applicable
Person To Contact:
----------------------------, ID No. --------------
-----------------
Telephone Number:
---------------------
Refer Reply To:
CC:PT&E:B01
PLR-118770-25
Date:
March 16, 2026

LEGEND

X

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

Y

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

State 1

= ---------
State 2 = ------------

Date 1

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

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

Year = -------

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

This letter is in response to your request dated October 28, 2025, and subsequent
correspondence, submitted on behalf of X by X’s authorized representative, requesting
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-118770-25

2
FACTS

According to the information submitted, X was incorporated under the laws of State
1 on Date 1. X elected to be treated as an S corporation effective Date 2. X wholly
owns Y. X and Y reincorporated under State 2 law in Year. X represents that it
intended to elect to treat Y as a QSub after the reincorporation effective Date 3.
However, due to inadvertence, X failed to timely file Form 8869, Qualified Subchapter S
Subsidiary election, effective Date 3. X represents both it and Y have filed tax returns
and reported all tax items consistent with the tax treatment of Sub as a QSub for all
relevant years since Date 3.

LAW AND ANALYSIS

Section 1361(b)(3)(A) provides that a QSub shall not be treated as a separate
corporation, and 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 a QSub as a domestic corporation which is not an
ineligible corporation, if 100 percent of the stock of the corporation is owned 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. A taxpayer makes a QSub election with respect to a
subsidiary by filing a Form 8869 with the appropriate service center.

Section 1.1361-3(a)(1) provides that the corporation for which a QSub election is made
must meet all the requirements of § 1361(b)(3)(B) at the time the election is made and
for all periods for which the election is to be effective.

Section 1.1361-3(a)(4) provides that the effective date specified on the election form
cannot be more than two months and 15 days prior to the date of filing and cannot be
more than 12 months after 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 the procedures applicable under §§ 301.9100-1 and 301.9100-3.

Section 301.9100-1(c) provides that the Commissioner may grant a reasonable
extension of time to make a regulatory election, or a statutory election (but no more than
6 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) defines the term
“regulatory election” as an election whose due date is prescribed by a regulation
published in the Federal Register, or a revenue ruling, revenue procedure, notice, or
announcement published in the Internal Revenue Bulletin.

PLR-118770-25

3
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 the rules governing automatic extensions of time for making
certain elections. Section 301.9100-3 provides the standards the Commissioner will
use to determine whether to grant an extension of time for regulatory extensions that do
not meet the requirements of § 301.9100-2.

Under § 301.9100-3, a request for relief 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 (1) the taxpayer acted reasonably and in good
faith, and (2) the grant of relief will not prejudice the interests of the Government.

CONCLUSION

Based solely on the information submitted and representations made, we conclude that,
the requirements of § 301.9100-3 have been satisfied. Accordingly, X is granted an
extension of time of 120 days from the date of this letter to elect to treat Y as a QSub,
effective Date 3. The election should be made by X filing a properly executed Form
8869 for Y with the appropriate service center. A copy of this letter should be attached
to the Form 8869.

Except as expressly provided herein, we express or imply no opinion concerning the
federal income tax consequences of the facts under any other provision of the Code.
Specifically, we express or imply no opinion on whether X met the definition of an S
corporation under § 1361(b)(1) or Y met the definition of a QSub under § 1361(b)(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 requesting it. According to § 6110(k)(3) of the
Code, this ruling may not be used or cited as precedent.

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

PLR-118770-25

4
Sincerely,

Jeffrey A. Van Hove
Acting Associate Chief Counsel
(Passthroughs, Trusts, and Estates)

By: _____________/s/________________

Caroline E. Hay
Senior Technician Reviewer, Branch 1
Office of the Associate Chief Counsel
(Passthroughs, Trusts, and Estates)

Enclosure
Copy for § 6110 purposes

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

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

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