IRS written determination 202628006

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: 202628006
Release Date: 7/10/2026
Index Numbers: 7701.00-00, 9100.31-00

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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:PTE:B03
PLR-119690-25

April 14, 2026

LEGEND

Company = ----------------------------------------------------------------------
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Country = ----------------------

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

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

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

This letter responds to a letter dated November 12, 2025, and subsequent
correspondence, submitted by Company requesting an extension of time under
§§ 301.9100-1 and 301.9100-3 of the Procedure and Administration Regulations for
Company to file an election under § 301.7701-3 to be classified as a partnership for
federal tax purposes.

FACTS
According to the information submitted, Company was formed as an association
under the laws of Country on Date 1. Company intended to be classified as a
partnership for federal tax purposes effective Date 2. However, Company failed to
timely file Form 8832, Entity Classification Election, electing to be classified as a
partnership for federal tax purposes effective Date 2.

PLR-119690-25

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Company represents that it acted reasonably and in good faith. Further,
Company represents that the interests of the government will not be prejudiced for all
taxable years affected by the election by granting the relief sought.

LAW AND ANALYSIS
Section 301.7701-3(a) provides that a business entity that is not classified as a
corporation under § 301.7701-2(b)(1), (3), (4), (5), (6), (7), or (8) (an eligible entity) can
elect its classification for federal tax purposes. An eligible entity with at least two
members can elect to be classified as either an association (and thus a corporation
under § 301.7701-2(b)(2)) or a partnership, and an eligible entity with a single owner
can elect to be classified as an association or to be disregarded as an entity separate
from its owner.

Section 301.7701-3(b)(2)(i) provides that, except as provided in § 301.7701-
3(b)(3), unless the entity elects otherwise, a foreign eligible entity is: (A) a partnership if
it has two or more members and at least one member does not have limited liability; (B)
an association if all members have limited liability; or (C) disregarded as an entity
separate from its owner if it has a single owner that does not have limited liability.

Section 301.7701-3(b)(2)(ii) provides, in part, that for purposes of § 301.7701-
3(b)(2)(i), a member of a foreign eligible entity has limited liability if the member has no
personal liability for the debts of or claims against the entity by reason of being a
member.

Section 301.7701-3(c)(1)(i) provides that except as provided in § 301.7701-
3(c)(1)(iv) and (v), an eligible entity may elect to be classified other than as provided
under § 301.7701-3(b), or to change its classification, by filing Form 8832 with the
service center designated on Form 8832.

Section 301.7701-3(c)(1)(iii) provides that an election made under § 301.7701-
3(c)(1)(i) will be effective on the date specified by the entity on Form 8832 or on the
date filed if no such date is specified on the election form. The effective date specified
on Form 8832 cannot be more than 75 days prior to the date on which the election is
filed and no more than 12 months after the date the election is filed.

Section 301.9100-1(c) provides that the Commissioner may grant a reasonable
extension of time under the rules in §§ 301.9100-2 and 301.9100-3 to make a regulatory
election (but no more than six months except in the case of a taxpayer who is abroad)
under all subtitles of the Internal Revenue Code (Code) except subtitles E, G, H, and I.
Section 301.9100-1(b) defines a “regulatory election” to include an election whose due
date is prescribed by a regulation published in the Federal Register.

PLR-119690-25

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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
elections 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 the taxpayer acted reasonably and in good
faith, and the grant of relief will not prejudice the interests of the Government.

CONCLUSION

Based solely on the facts submitted and representations made, we conclude that
Company has satisfied the requirements of §§ 301.9100-1 and 301.9100-3. As a result,
Company is granted an extension of time of 120 days from the date of this letter to file
Form 8832 with the appropriate service center to be classified as a partnership for
federal tax purposes effective Date 2. A copy of this letter should be attached to the
Form 8832.

This ruling is contingent on Company and its owners filing, within 120 days from
the date of this letter, to the extent necessary or appropriate, all required federal income
tax returns and information returns (including amended returns) consistent with the
requested relief granted in this letter. These returns include, but are not limited to,
Forms 8865, Return of U.S. Persons with Respect to Certain Foreign Partnerships,
such that these forms reflect the consequences of the relief granted in this letter. A copy
of this letter should be attached to any such returns.

We express or imply no opinion concerning the assessment of any interest,
additions to tax, additional amounts, or penalties for failure to file a timely income tax or
information return with respect to any taxable year that may be affected by this ruling.
For example, we express or imply no opinion as to whether a taxpayer is entitled to
relief from any penalty on the basis that the taxpayer had reasonable cause for failure to
file timely any income tax or information 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. In addition, § 301.9100-1(a) provides that the granting of an
extension of time for making an election is not a determination that the taxpayer is
otherwise eligible to make the election.

PLR-119690-25

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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 Company's authorized representatives.

Sincerely,

Associate Chief Counsel
(Passthroughs, Trusts, and Estates)

By: ________________________
Robert D. Alinsky
Branch Chief, Branch 3
Office of the Associate Chief Counsel
(Passthroughs, Trusts, and Estates)

Enclosure:
Copy of this letter for § 6110 purposes

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