IRS written determination 202626003

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: 202626003
Release Date: 6/26/2026
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:B05
PLR-116171-25
Date:
April 1, 2026

Legend

Taxpayer = ------------------------------------------------------
Date 1 = ----------------------
Date 2 = ----------------------
Date 3 = --------------------------
Date 4 = --------------------
Amount A = ---
Accountant = --------------------------------
CPA Firm = -----------------------------------------
State = ----------------
Year 1 = -------
Year 2 = -------
Year 3 = -------
Managing Member = ---------------------------
Month = ---------------
QOF A = --------------------------------------------------------

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

This letter refers to a request for a private letter ruling, dated Date 1, filed on behalf of
Taxpayer. Specifically, Taxpayer is requesting a ruling for relief under sections
301.9100-1 and 301.9100-3 of the Procedure and Administrative Regulations, granting
an extension of time to make a timely election under section 1.1400Z2(d)-1(a)(2)(i) of
the Income Tax Regulations to self-certify as Qualified Opportunity Fund (QOF), as
defined in section 1400Z-2(d) of the Internal Revenue Code, effective Date 2.

FACTS

The Taxpayer represents the facts as follows:

PLR-116171-25 2

Taxpayer is organized as a limited liability company under the laws of State and is
treated as a partnership for Federal income tax purposes. Taxpayer uses the accrual
method of accounting on a calendar year basis. Taxpayer is majority owned by
Managing Member, with one other member owning a minority interest.

Taxpayer was formed for the purpose of making investments in Qualified Opportunity
Zones and operating as a QOF under section 1400Z-2(d)(1).

Managing Member engaged the services of Accountant for preparation of his individual
and certain returns of partnerships, including those of Taxpayer, and other businesses
owned by Managing Member, for over Amount A years. Specifically, Accountant
prepared Taxpayer’s partnership returns from formation through the year ending Date 3.
Managing Member also consulted a team of tax and legal advisors, including
Accountant, regarding investments in real estate and QOFs.

Managing Member’s tax team had multiple discussions regarding the formation and
funding of various QOFs, including Taxpayer. Accountant participated in these
discussions and was provided with Taxpayer’s operating agreement, indicating an intent
to elect to self-certify as a QOF.

Taxpayer’s management was familiar with the formation and investment in QOFs, but
was not aware that Form 8996, Qualified Opportunity Fund, was required to be filed with
Taxpayer’s returns. In connection with the preparation of Taxpayer’s Year 1 Form
1065, Taxpayer provided Accountant with Taxpayer’s Year 1 financial data and qualified
opportunity zone business investment information in Month Year 2. Taxpayer relied on
Accountant to prepare and timely file Taxpayer’s Year 1 partnership return, including the
required returns and forms necessary to self-certify as a QOF. Accountant was not
aware of the QOF self-certification filing requirements and prepared Taxpayer’s Year 1
Form 1065 without an attached Form 8996. As a result, Taxpayer’s Year 1 Form 1065
was timely filed on extension without an attached Form 8996.

In Year 3, CPA Firm was engaged to review the records of QOF A, another partnership
in which Managing Member had an interest. While conducting the review, CPA Firm
discovered that neither QOF A nor Taxpayer had included a Form 8996 with their Form
1065 for Year 1. On Date 4, Taxpayer filed a Form 8082, Notice of Inconsistent
Treatment or Administrative Adjustment Request (AAR), to extend the period of
limitations for its Year 1 Form 1065 and attached to the Form 8082 a Form 8996 for
Year 1. Shortly thereafter, Taxpayer engaged CPA Firm to prepare this request for an
extension of time for Taxpayer to self-certify as a QOF, effective Date 2.

LAW AND ANALYSIS

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) provides the rules for an entity to
self-certify as a QOF. Section 1.1400Z2(d)-1(a)(2)(i) provides that the entity electing to
be certified as a QOF must do so annually on a timely filed return in such form and

PLR-116171-25 3

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.

To self-certify as a QOF, a taxpayer must file Form 8996, Qualified Opportunity Fund,
with its tax return for the year to which the certification applies. The Form 8996 must be
filed by the due date of the tax return (including extensions). The information provided
indicates that Taxpayer did not file its Form 8996 due to Accountant’s failure to include
the Form 8996 with Taxpayer’s Year 1 partnership return.

Because section 1.1400Z2(d)-1(a)(2)(i) sets forth the manner and timing for an entity to
self-certify as a QOF, these elections are regulatory elections, as defined in section
301.9100-1(b).

Sections 301.9100-1 through 301.9100-3 provide the standards that the Commissioner
will use to determine whether to grant an extension of time to make a regulatory
election. Section 301.9100-3(a) provides that requests for extensions of time for
regulatory elections (other than automatic extensions covered in section 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.

Under section 301.9100-3(b), a taxpayer is deemed to have acted reasonably and in
good faith if the taxpayer requests relief before the failure to make the regulatory
election is discovered by the Service, or reasonably relied on a qualified tax
professional, and the tax professional failed to make, or advise the taxpayer to make,
the election. However, a taxpayer is not considered to have reasonably relied on a
qualified tax professional if the taxpayer knew or should have known that the
professional was not competent to render advice on the regulatory election or was not
aware of all relevant facts.

In addition, section 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.

PLR-116171-25 4

Section 301.9100-3(c)(1) 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) 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).

Section 301.9100-3(c)(1)(ii) provides that the interests of the government are ordinarily
prejudiced if the taxable year in which the regulatory election should have been made or
any taxable year that would have been affected by the election had it been timely made
are closed by the period of limitations on assessment before the taxpayer’s receipt of a
ruling granting relief under this section.

Based on the facts and information submitted and the representations made, 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. Taxpayer reasonably relied
on a qualified tax professional, and the professional failed to make, or advise the
taxpayer to make, the self-certification election on Form 8996. Consequently, the Form
8996 attached to Taxpayer’s Form 8082, filed Date 4, is considered timely filed, and
Taxpayer has thereby made the election under § 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 Form 1065.

This ruling is based upon facts and representations submitted by Taxpayer and
accompanied by a penalty of perjury statement executed by an appropriate party. This
office has not verified any of the material submitted in support of the request for 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
section 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.

Further, we also express no opinion on whether any interest owned in any entity by
Taxpayer qualifies as qualified opportunity zone property, as defined in section 1400Z-
2(d)(2), or whether such entity 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.

PLR-116171-25 5

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.

In accordance with the Power of Attorney on file with this office, a copy of this letter is
being sent to your authorized representative.

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.

Sincerely,

Amy J. Pfalzgraf
Branch Chief, Branch 5
Office of Associate Chief Counsel
(Income Tax & Accounting)

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