IRS written determination 202630007

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: 202630007
Release Date: 7/24/2026
Index Numbers: 1362.01-03, 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:PSI:B03
PLR-118777-25
Date:
April 29, 2026

LEGEND

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

This letter responds to a letter dated November 7, 2025, and subsequent
correspondence, submitted on behalf of X by its authorized representative, requesting
that the Service grant to X an extension of time under § 301.9100-3 of the Procedure
and Administration Regulations to file an election under § 301.7701-3 to be classified as
an association taxable as a corporation, and relief to file a late S corporation election
under § 1362(b)(5) of the Internal Revenue Code (“Code”).

FACTS

The information submitted states that X was formed as a State limited liability
company on Date 1. X intended to be classified as an association taxable as a
corporation and treated as an S corporation for federal tax purposes effective Date 2.
However, X failed to file Form 2553, Election by a Small Business Corporation,
including the deemed election to be classified as an association taxable as a
corporation under § 301.7701-3(c)(1)(v)(C), or any separate Form 8832, Entity
Classification Election, effective Date 2.

X

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State

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Date 1

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Date 2

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X and its owners represent that they filed tax returns consistent with the
requested relief. X further represents that it acted reasonably and in good faith and that
granting relief will not prejudice the interests of the government.

LAW

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

Section 1362(b)(1) provides that an election under § 1362(a) may be made by a
small business corporation for any taxable year (A) at any time during the preceding taxable
year, or (B) at any time during the taxable year and on or before the 15th day of the third
month of the taxable year.

Section 1362(b)(3) provides that if (A) a small business corporation makes an
election under § 1362(a) for any taxable year, and (B) such election is made after the
15th day of the third month of the taxable year and on or before the 15th day of the third
month of the following taxable year, then such election is treated as made for the
following taxable year.

Section 1362(b)(5) provides that if (A) an election under § 1362(a) is made for
any taxable year (determined without regard to § 1362(b)(3)) after the date prescribed
by § 1362(b) for making such election for such taxable year or no such election is made
for any taxable year, and (B) the Secretary determines that there was reasonable cause
for the failure to timely make such election, the Secretary may treat such an election as
timely made for such taxable year (and § 1362(b)(3) will not apply).

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)) or a partnership. Elections are necessary only when an eligible
entity does not want to be classified under its default classification or when an eligible
entity chooses to change its classification.

Section 301.7701-3(b)(1) provides that, unless the entity elects otherwise, a
domestic eligible entity is (i) a partnership if it has two or more members; or
(ii) disregarded as an entity separate from its owner if it has a single owner.

Section 301.7701-3(c)(1)(i) provides that an eligible entity may elect to be
classified other than as provided under § 301.7701-3(b) by filing Form 8832 with the
service center designated on Form 8832. Section 301.7701-3(c)(1)(iii) provides that the
election will be effective on the date specified by the entity on Form 8832 or on the date
filed if no such date is specified. The date specified on Form 8832 cannot be more than
75 days before the date on which the election is filed.

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Section 301.7701-3(c)(1)(v)(C) provides that an eligible entity that timely elects to
be an S corporation under § 1362(a)(1) is treated as having made an election under
§ 301.7701-3 to be classified as an association, provided that (as of the effective date of
the election under § 1362(a)(1)) the entity meets all other requirements to qualify as a
small business corporation under § 1361(b). Subject to § 301.7701-3(c)(1)(iv), the
deemed election to be classified as an association will apply as of the effective date of
the S corporation election and will remain in effect until the entity makes a valid election
under § 301.7701-3(c)(1)(i), to be classified as other than an association.

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) 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 the
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.

Section § 301.9100-3(a) provides that 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.

ANALYSIS

Based solely on the information submitted and the representations made, we
conclude that X has satisfied the requirements of §§ 301.9100-1 and 301.9100-3.
Therefore, X 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 elect to be classified as an
association taxable as a corporation for federal tax purposes, effective Date 2. A copy
of this letter must accompany Form 8832.

In addition, based solely on the facts submitted and the representations made,
we conclude that X has established reasonable cause for failing to make a timely
election to be an S corporation effective Date 2 and is eligible for relief under
§ 1362(b)(5). Accordingly, if X makes an election to be an S corporation by filing a
completed Form 2553 effective Date 2, with the appropriate service center within 120
days from the date of this letter, then the election will be treated as timely made. A copy
of this letter must accompany Form 2553.

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Finally, this ruling is contingent on X and its owners filing within 120 days from
the date of this letter, all required returns for all open years consistent with the
requested relief. A copy of this letter must accompany any such returns.

Except as expressly provided herein, 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. 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.

Further, we express no opinion concerning the assessment of any interest,
additions to tax, additional amounts, or penalties for failure to timely file any tax or
information return with respect to any taxable year that may be affected by this ruling.
For example, we express no opinion as to whether the taxpayer is entitled to any relief
from any penalty on the basis of reasonable cause for failure to timely file any income
tax or information returns.

The ruling contained in this letter is based on information and representations
submitted by X 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: _______________________________
Elizabeth V. Zanet
Senior Technician Reviewer, Branch 3
Office of the Associate Chief Counsel
(Passthroughs, Trusts, and Estates)

Enclosure:
Copy of this letter for § 6110 purposes

PLR-118777-25

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