IRS written determination 202635005

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: 202635005
Release Date: 8/28/2026
Index Number: 1361.00-00, 1361.03-00,
1361.03-02, 1361.03-03,
1362.00-00, 1362.02-00,
1362.04-00

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In Re: -------------------------

Third Party Communication: None
Date of Communication: Not Applicable
Person To Contact:
----------------------------, ID No. --------------
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Telephone Number:
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Refer Reply To:
CC:PT&E:B03
PLR-119581-25
Date:
June 02, 2026

LEGEND

X = -------------------------
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Trust 1 = -------------------------------------
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Trust 2 = -----------------------------------
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Trust 3 = --------------------------------
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Trust 4 = -------------------------------------
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Trust 5 = -------------------------------
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Date 1 = ------------------

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

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

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

PLR-119581-25

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

This letter responds to a letter dated November 17, 2025, and subsequent
correspondence, submitted on behalf of X by its authorized representatives, requesting
a ruling under § 1362(f) of the Internal Revenue Code (Code).

FACTS

The information submitted states that X was incorporated under the laws of State
on Date 1, and elected to be an S corporation effective Date 2. On Date 3, shares of X
stock were transferred to each of Trust 1, Trust 2, Trust 3, Trust 4, and Trust 5
(collectively, the Trusts). X represents that on Date 3, each of the Trusts qualified as an
electing small business trust (ESBT) within the meaning of § 1361(e). However, the
trustees of the Trusts failed to make elections under § 1361(e)(3) treating the Trusts as
ESBTs effective Date 3. Therefore, X had ineligible S corporation shareholders on Date
3, causing X's S corporation election to terminate on Date 3.

X represents that the circumstances resulting in the termination of its S
corporation election were inadvertent and were not motivated by tax avoidance or
retroactive tax planning. Also, X represents that X and its shareholders have filed all
returns consistent with X's status as an S corporation. Finally, X and its shareholders
agree to make any adjustments required by the Secretary as a condition of obtaining
relief under § 1362(f).

LAW AND ANALYSIS

Section 1361(a)(1) provides that the term “S corporation” means, with respect to
any taxable year, a small business corporation for which an election under § 1362(a) is
in effect for such year.

Section 1361(b)(1) provides that the term “small business corporation” means a
domestic corporation that is not an ineligible corporation and that does not (A) have
more than 100 shareholders, (B) have as a shareholder a person (other than an estate,
a trust described in § 1361(c)(2), or an organization described in § 1361(c)(6)) who is
not an individual, (C) have a nonresident alien as a shareholder, and (D) have more
than one class of stock.

Section 1361(c)(2)(A)(v) provides that, for purposes of § 1361(b)(1)(B), an ESBT
may be an S corporation shareholder.

Section 1361(e)(1)(A) provides that, except as provided in § 1361(e)(1)(B), the
term “electing small business trust” means any trust if (i) such trust does not have as a
beneficiary any person other than (I) an individual, (II) an estate, (Ill) an organization
described in § 170(c)(2)-(5), or (IV) an organization described in § 170(c)(1) which holds
a contingent interest in such trust and is not a potential current beneficiary, (ii) no

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interest in such trust was acquired by purchase, and (iii) an election under § 1361(e)
applies to such trust.

Section 1361(e)(3) provides that an election under § 1361(e) shall be made by
the trustee. Any such election shall apply to the taxable year of the trust for which made
and all subsequent taxable years of such trust unless revoked with the consent of the
Secretary.

Section 1.1361-1(m)(2)(i) of the Income Tax Regulations provides, in relevant
part, that the trustee of an ESBT must make the ESBT election by signing and filing,
with the service center where the S corporation files its income tax return, a statement
that meets the requirements of § 1.1361-2(m)(2)(ii).

Section 1362(a) provides, in part, that a small business corporation may elect to
be an S corporation.

Section 1362(d)(2)(A) provides that an election under § 1362(a) will be
terminated whenever (at any time on or after the first day of the first taxable year for
which the corporation is an S corporation) such corporation ceases to be a small
business corporation. Section 1362(d)(2)(B) provides that any termination under
§ 1362(d)(2) shall be effective on and after the date of cessation.

Section 1362(f) provides, in relevant part, that if (1) an election under § 1362(a)
by any corporation was terminated under § 1362(d)(2); (2) the Secretary determines
that the circumstances resulting in such termination were inadvertent; (3) no later than a
reasonable period of time after discovery of the circumstances resulting in such
termination, steps were taken so that the corporation for which the termination occurred
is a small business corporation; and (4) the corporation for which the termination
occurred and each person who was a shareholder in the corporation at any time during
the period specified pursuant to § 1362(f), agrees to make any adjustments (consistent
with the treatment of the corporation as an S corporation) as may be required by the
Secretary with respect to the period, then, notwithstanding the circumstances resulting
in the termination, the corporation shall be treated as an S corporation during the period
specified by the Secretary.

CONCLUSION

Based solely on the facts submitted and representations made, we conclude that
X's S corporation election terminated on Date 3, when shares of X stock were
transferred to ineligible S corporation shareholders. We further conclude that the
circumstances resulting in the termination of X's S corporation election were inadvertent
within the meaning of § 1362(f). Accordingly, X will be treated as continuing to be an S
corporation from Date 3, and thereafter, provided that X's S corporation election was
valid and has not otherwise terminated under § 1362(d) for reasons not addressed in
this letter.

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This ruling is contingent on (1) the trustees of the Trusts filing ESBT elections
effective Date 3, for each of the Trusts with the appropriate service center within one
hundred-twenty (120) days from the date of this letter, and (2) the Trusts filing, for all
open taxable years for which relief is granted, returns (including amended returns) with
the appropriate service center within 120 days from the date of this letter to properly
reflect the treatment of the Trusts as ESBTs effective Date 3. A copy of this letter should
be attached to each ESBT election and the returns.

Except as specifically ruled upon above, we express or imply no opinion
concerning the federal tax consequences of the facts of this case under any other
provision of the Code. Specifically, we express or imply no opinion regarding X's
eligibility to be an S corporation or the Trusts' eligibility to be ESBTs.

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 who requested it. According to
§ 6110(k)(3), this ruling may not be used or cited as precedent.

Pursuant to a power of attorney on file with this office, we are sending a copy of
this letter to your authorized representatives.

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)

Enclosure:
Copy of this letter for § 6110 purposes

PLR-119581-25

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