Get IRS 8832 Form

Form 8832

(Rev. December 2013)

Department of the Treasury Internal Revenue Service

Entity Classification Election

Information about Form 8832 and its instructions is at www.irs.gov/form8832.

OMB No. 1545-1516

Type

or

Print

Number, street, and room or suite no. If a P.O. box, see instructions.

City or town, state, and ZIP code. If a foreign address, enter city, province or state, postal code and country. Follow the country’s practice for entering the postal code.

Check if:

Relief for a late change of entity classification election sought under Revenue Procedure 2010-32

2b

3

Was the eligible entity’s prior election an initial classification election by a newly formed entity that was effective on the date of formation?

Yes. Go to line 3.

No. Stop here. You generally are not currently eligible to make the election (see instructions).

Does the eligible entity have more than one owner?

Yes. You can elect to be classified as a partnership or an association taxable as a corporation. Skip line 4 and go to line 5.

No. You can elect to be classified as an association taxable as a corporation or to be disregarded as a separate entity. Go to line 4.

9Name and title of contact person whom the IRS may call for more information

10Contact person’s telephone number

Signature(s)

Date

Title

Signature(s)

Date

Title

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future Developments

For the latest information about developments related to Form 8832 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/form8832.

What's New

For entities formed on or after July 1, 2013, the Croatian Dionicko Drustvo will always be treated as a corporation. See Notice 2013-44, 2013-29, I.R.B. 62 for more information.

Purpose of Form

An eligible entity uses Form 8832 to elect how it will be classified for federal tax purposes, as a corporation, a partnership, or an entity disregarded as separate from its owner. An eligible entity is classified for federal tax purposes under the default rules described below unless it files Form 8832 or Form 2553, Election by a Small Business Corporation. See Who Must File below.

The IRS will use the information entered on this form to establish the entity’s filing and reporting requirements for federal tax purposes.

Note. An entity must file Form 2553 if making an election under section 1362(a) to be an S corporation

A new eligible entity should not file Form 8832 if it will be using its

TIP default classification (see Default Rules below).

Eligible entity. An eligible entity is a business entity that is not included in items 1, or 3 through 9, under the definition of corporation provided under Definitions. Eligible entities include limited liability companies (LLCs) and partnerships.

Generally, corporations are not eligible entities. However, the following types of corporations are treated as eligible entities:

1.An eligible entity that previously elected to be an association taxable as a corporation by filing Form 8832. An entity that elects to be classified as a corporation by filing Form 8832 can make another election to change its classification (see the 60-month limitation rule discussed below in the instructions for lines 2a and 2b).

2.A foreign eligible entity that became an association taxable as a corporation under the foreign default rule described below.

Default Rules

Existing entity default rule. Certain domestic and foreign entities that were in existence before January 1, 1997, and have an established federal tax classification generally do not need to make an election to continue that classification. If an existing entity decides to change its classification, it may do so subject to the 60-month limitation rule. See the instructions for lines 2a and 2b. See Regulations sections 301.7701-3(b)(3) and 301.7701-3(h)(2) for more details.

Domestic default rule. Unless an election is made on Form 8832, a domestic eligible entity is:

1.A partnership if it has two or more members.

2.Disregarded as an entity separate from its owner if it has a single owner.

A change in the number of members of an eligible entity classified as an association (defined below) does not affect the entity’s classification. However, an eligible entity classified as a partnership will become a disregarded entity when the entity’s membership is reduced to one member and a disregarded entity will be classified as a partnership when the entity has more than one member.

Foreign default rule. Unless an election is made on Form 8832, a foreign eligible entity is:

1.A partnership if it has two or more members and at least one member does not have limited liability.

2.An association taxable as a corporation if all members have limited liability.

3.Disregarded as an entity separate from its owner if it has a single owner that does not have limited liability.

However, if a qualified foreign entity (as defined in section 3.02 of Rev. Proc. 2010-32) files a valid election to be classified as a partnership based on the reasonable assumption that it had two or more owners as of the effective date of the election, and the qualified entity is later determined to have a single owner, the IRS will deem the election to be an election to be classified as a disregarded entity provided:

1.The qualified entity's owner and purported owners file amended returns that are consistent with the treatment of the entity as a disregarded entity;

2.The amended returns are filed before the close of the period of limitations on assessments under section 6501(a) for the relevant tax year; and

3.The corrected Form 8832, with the box checked entitled: Relief for a late change of entity classification election sought under Revenue Procedure 2010-32, is filed and attached to the amended tax return.

Also, if the qualified foreign entity (as defined in section 3.02 of Rev. Proc. 2010-32) files a valid election to be classified as a disregarded entity based on the reasonable assumption that it had a single owner as of the effective date of the election, and the qualified entity is later determined to have two or more owners, the IRS will deem the election to be an election to be classified as a partnership provided:

1.The qualified entity files information returns and the actual owners file original or amended returns consistent with the treatment of the entity as a partnership;

2.The amended returns are filed before the close of the period of limitations on assessments under section 6501(a) for the relevant tax year; and

3.The corrected Form 8832, with the box checked entitled: Relief for a late change of

entity classification election sought under Revenue Procedure 2010-32, is filed and attached to the amended tax returns. See Rev. Proc. 2010-32, 2010-36 I.R.B. 320 for details.

Definitions

Association. For purposes of this form, an association is an eligible entity taxable as a corporation by election or, for foreign eligible entities, under the default rules (see Regulations section 301.7701-3).

Business entity. A business entity is any entity recognized for federal tax purposes that is not properly classified as a trust under Regulations section 301.7701-4 or otherwise subject to special treatment under the Code regarding the entity’s classification. See Regulations section 301.7701-2(a).

Corporation. For federal tax purposes, a corporation is any of the following:

1.A business entity organized under a federal or state statute, or under a statute of a federally recognized Indian tribe, if the statute describes or refers to the entity as incorporated or as a corporation, body corporate, or body politic.

2.An association (as determined under Regulations section 301.7701-3).

3.A business entity organized under a

state statute, if the statute describes or refers to the entity as a joint-stock company or joint- stock association.

4.An insurance company.

5.A state-chartered business entity conducting banking activities, if any of its deposits are insured under the Federal Deposit Insurance Act, as amended, 12 U.S. C. 1811 et seq., or a similar federal statute.

6.A business entity wholly owned by a state or any political subdivision thereof, or a business entity wholly owned by a foreign government or any other entity described in Regulations section 1.892-2T.

7.A business entity that is taxable as a corporation under a provision of the Code other than section 7701(a)(3).

8.A foreign business entity listed on page 7. See Regulations section 301.7701-2(b)(8) for any exceptions and inclusions to items on this list and for any revisions made to this list since these instructions were printed.

9.An entity created or organized under the laws of more than one jurisdiction (business entities with multiple charters) if the entity is treated as a corporation with respect to any one of the jurisdictions. See Regulations section 301.7701-2(b)(9) for examples.

Disregarded entity. A disregarded entity is an eligible entity that is treated as an entity not separate from its single owner for income tax purposes. A “disregarded entity” is treated as separate from its owner for:

•Employment tax purposes, effective for wages paid on or after January 1, 2009; and

•Excise taxes reported on Forms 720, 730, 2290, 11-C, or 8849, effective for excise taxes reported and paid after December 31, 2007.

See the employment tax and excise tax return instructions for more information.

Limited liability. A member of a foreign eligible entity has limited liability if the member has no personal liability for any debts of or claims against the entity by reason of being a member. This determination is based solely on the statute or law under which the entity is organized (and, if relevant, the entity’s organizational documents). A member has personal liability if the creditors of the entity may seek satisfaction of all or any part of the debts or claims against the entity from the member as such. A member has personal liability even if the member makes an agreement under which another person (whether or not a member of the entity) assumes that liability or agrees to indemnify that member for that liability.

Partnership. A partnership is a business entity that has at least two members and is not a corporation as defined above under Corporation.

Who Must File

File this form for an eligible entity that is one of the following:

•A domestic entity electing to be classified as an association taxable as a corporation.

•A domestic entity electing to change its current classification (even if it is currently classified under the default rule).

•A foreign entity that has more than one owner, all owners having limited liability, electing to be classified as a partnership.

•A foreign entity that has at least one owner that does not have limited liability, electing to be classified as an association taxable as a corporation.

•A foreign entity with a single owner having limited liability, electing to be an entity disregarded as an entity separate from its owner.

•A foreign entity electing to change its current classification (even if it is currently classified under the default rule).

Do not file this form for an eligible entity that is:

•Tax-exempt under section 501(a);

•A real estate investment trust (REIT), as defined in section 856; or

•Electing to be classified as an S corporation. An eligible entity that timely files Form 2553 to elect classification as an S corporation and meets all other requirements to qualify as an S corporation is deemed to have made an election under Regulations section

301.7701-3(c)(v) to be classified as an association taxable as a corporation.

All three of these entities are deemed to

have made an election to be classified as an association.

Effect of Election

The federal tax treatment of elective changes in classification as described in Regulations section 301.7701-3(g)(1) is summarized as follows:

•If an eligible entity classified as a partnership elects to be classified as an association, it is deemed that the partnership contributes all of its assets and liabilities to the association in exchange for stock in the association, and immediately thereafter, the partnership liquidates by distributing the stock of the association to its partners.

•If an eligible entity classified as an association elects to be classified as a partnership, it is deemed that the association distributes all of its assets and liabilities to its shareholders in liquidation of the association, and immediately thereafter, the shareholders contribute all of the distributed assets and liabilities to a newly formed partnership.

•If an eligible entity classified as an association elects to be disregarded as an entity separate from its owner, it is deemed that the association distributes all of its assets and liabilities to its single owner in liquidation of the association.

•If an eligible entity that is disregarded as an entity separate from its owner elects to be classified as an association, the owner of the eligible entity is deemed to have contributed all of the assets and liabilities of the entity to the association in exchange for the stock of the association.

Note. For information on the federal tax consequences of elective changes in classification, see Regulations section 301.7701-3(g).

When To File

Generally, an election specifying an eligible entity’s classification cannot take effect more than 75 days prior to the date the election is filed, nor can it take effect later than 12 months after the date the election is filed. An eligible entity may be eligible for late election relief in certain circumstances. For more information, see Late Election Relief, later.

Where To File

File Form 8832 with the Internal Revenue Service Center for your state listed later.

In addition, attach a copy of Form 8832 to the entity’s federal tax or information return for the tax year of the election. If the entity is not required to file a return for that year, a copy of its Form 8832 must be attached to the federal tax returns of all direct or indirect owners of the entity for the tax year of the owner that includes the date on which the election took effect. An indirect owner of the electing entity does not have to attach a copy of the Form 8832 to its tax return if an entity in which it has an interest is already filing a copy of the Form 8832 with its return. Failure to attach a copy of Form 8832 will not invalidate an otherwise valid election, but penalties may be assessed against persons who are required to, but do not, attach Form 8832.

Each member of the entity is required to file the member's return consistent with the entity election. Penalties apply to returns filed inconsistent with the entity’s election.

Note. Also attach a copy to the entity’s federal income tax return for the tax year of the election.

Acceptance or Nonacceptance of Election

The service center will notify the eligible entity at the address listed on Form 8832 if its election is accepted or not accepted. The entity should generally receive a determination on its election within 60 days after it has filed Form 8832.

Care should be exercised to ensure that the IRS receives the election. If the entity is not notified of acceptance or nonacceptance of its election within 60 days of the date of filing, take follow-up action by calling

1-800-829-0115, or by sending a letter to the service center to inquire about its status. Send any such letter by certified or registered mail via the U.S. Postal Service, or equivalent type of delivery by a designated private delivery service (see Notice 2004-83, 2004-52 I.R.B. 1030 (or its successor)).

If the IRS questions whether Form 8832 was filed, an acceptable proof of filing is:

•A certified or registered mail receipt (timely postmarked) from the U.S. Postal Service, or its equivalent from a designated private delivery service;

•Form 8832 with an accepted stamp;

•Form 8832 with a stamped IRS received date; or

•An IRS letter stating that Form 8832 has been accepted.

Specific Instructions

Name. Enter the name of the eligible entity electing to be classified.

Employer identification number (EIN). Show the EIN of the eligible entity electing to be classified.

Do not put “Applied For” on F! this line.

CAUTION

Note. Any entity that has an EIN will retain that EIN even if its federal tax classification changes under Regulations section 301.7701-3.

If a disregarded entity’s classification changes so that it becomes recognized as a partnership or association for federal tax purposes, and that entity had an EIN, then the entity must continue to use that EIN. If the entity did not already have its own EIN, then the entity must apply for an EIN and not use the identifying number of the single owner.

A foreign entity that makes an election under Regulations section 301.7701-3(c) and

(d)must also use its own taxpayer identifying number. See sections 6721 through 6724 for penalties that may apply for failure to supply taxpayer identifying numbers.

If the entity electing to be classified using Form 8832 does not have an EIN, it must apply for one on Form SS-4, Application for Employer Identification Number. The entity must have received an EIN by the time Form 8832 is filed in order for the form to be processed. An election will not be accepted if the eligible entity does not provide an EIN.

Address. Enter the address of the entity electing a classification. All correspondence regarding the acceptance or nonacceptance of the election will be sent to this address. Include the suite, room, or other unit number after the street address. If the Post Office does not deliver mail to the street address and the entity has a P.O. box, show the box number instead of the street address. If the electing entity receives its mail in care of a third party (such as an accountant or an attorney), enter on the street address line “C/O” followed by the third party’s name and street address or P.O. box.

Address change. If the eligible entity has changed its address since filing Form SS-4 or the entity’s most recently-filed return (including a change to an “in care of” address), check the box for an address change.

Late-classification relief sought under Revenue Procedure 2009-41. Check the box if the entity is seeking relief under Rev. Proc. 2009-41, 2009-39 I.R.B. 439, for a late classification election. For more information, see Late Election Relief, later.

Relief for a late change of entity classification election sought under Revenue Procedure 2010-32. Check the box if the entity is seeking relief under Rev. Proc.

2010-32, 2010-36 I.R.B. 320. For more information, see Foreign default rule, earlier.

Part I. Election Information

Complete Part I whether or not the entity is seeking relief under Rev. Proc. 2009-41 or Rev. Proc. 2010-32.

Line 1. Check box 1a if the entity is choosing a classification for the first time (i.e., the entity does not want to be classified under the applicable default classification). Do not file this form if the entity wants to be classified under the default rules.

Check box 1b if the entity is changing its current classification.

Lines 2a and 2b. 60-month limitation rule.

Once an eligible entity makes an election to change its classification, the entity generally cannot change its classification by election again during the 60 months after the effective date of the election. However, the IRS may (by private letter ruling) permit the entity to change its classification by election within the 60-month period if more than 50% of the ownership interests in the entity, as of the effective date of the election, are owned by persons that did not own any interests in the entity on the effective date or the filing date of the entity’s prior election.

Note. The 60-month limitation does not apply if the previous election was made by a newly formed eligible entity and was effective on the date of formation.

Line 4. If an eligible entity has only one owner, provide the name of its owner on line 4a and the owner’s identifying number (social security number, or individual taxpayer identification number, or EIN) on line 4b. If the electing eligible entity is owned by an entity that is a disregarded entity or by an entity that is a member of a series of tiered disregarded entities, identify the first entity (the entity closest to the electing eligible entity) that is not a disregarded entity. For example, if the electing eligible entity is owned by disregarded entity A, which is owned by another disregarded entity B, and disregarded entity B is owned by partnership C, provide the name and EIN of partnership C as the owner of the electing eligible entity. If the owner is a foreign person or entity and does not have a U.S. identifying number, enter “none” on line 4b.

Line 5. If the eligible entity is owned by one or more members of an affiliated group of corporations that file a consolidated return, provide the name and EIN of the parent corporation.

Line 6. Check the appropriate box if you are changing a current classification (no matter how achieved), or are electing out of a default classification. Do not file this form if you fall within a default classification that is the desired classification for the new entity.

Line 7. If the entity making the election is created or organized in a foreign jurisdiction, enter the name of the foreign country in which it is organized. This information must be provided even if the entity is also organized under domestic law.

Line 8. Generally, the election will take effect on the date you enter on line 8 of this form,

or on the date filed if no date is entered on line 8. An election specifying an entity’s classification for federal tax purposes can take effect no more than 75 days prior to the date the election is filed, nor can it take effect later than 12 months after the date on which the election is filed. If line 8 shows a date more than 75 days prior to the date on which the election is filed, the election will default to 75 days before the date it is filed. If line 8 shows an effective date more than 12 months from the filing date, the election will take effect 12 months after the date the election is filed.

Consent statement and signature(s). Form

8832 must be signed by:

1.Each member of the electing entity who is an owner at the time the election is filed; or

2.Any officer, manager, or member of the electing entity who is authorized (under local law or the organizational documents) to make the election. The elector represents to having such authorization under penalties of perjury.

If an election is to be effective for any period prior to the time it is filed, each person who was an owner between the date the election is to be effective and the date the election is filed, and who is not an owner at the time the election is filed, must sign.

If you need a continuation sheet or use a separate consent statement, attach it to Form 8832. The separate consent statement must contain the same information as shown on Form 8832.

Note. Do not sign the copy that is attached to your tax return.

Part II. Late Election Relief

Complete Part II only if the entity is requesting late election relief under Rev. Proc. 2009-41.

An eligible entity may be eligible for late election relief under Rev. Proc. 2009-41,

2009-39 I.R.B. 439, if each of the following requirements is met.

1.The entity failed to obtain its requested classification as of the date of its formation (or upon the entity's classification becoming relevant) or failed to obtain its requested change in classification solely because Form 8832 was not filed timely.

2.Either:

a.The entity has not filed a federal tax or information return for the first year in which the election was intended because the due date has not passed for that year's federal tax or information return; or

b.The entity has timely filed all required federal tax returns and information returns (or if not timely, within 6 months after its due date, excluding extensions) consistent with its requested classification for all of the years the entity intended the requested election to be effective and no inconsistent tax or information returns have been filed by or with respect to the entity during any of the tax years. If the eligible entity is not required to file a federal tax return or information return, each affected person who is required to file a federal tax return or information return must have timely filed all such returns (or if not timely, within 6 months after its due date, excluding extensions) consistent with the

entity's requested classification for all of the years the entity intended the requested election to be effective and no inconsistent tax or information returns have been filed during any of the tax years.

3.The entity has reasonable cause for its failure to timely make the entity classification election.

4.Three years and 75 days from the requested effective date of the eligible entity's classification election have not passed.

Affected person. An affected person is either:

•with respect to the effective date of the eligible entity's classification election, a person who would have been required to attach a copy of the Form 8832 for the eligible entity to its federal tax or information return for the tax year of the person which includes that date; or

•with respect to any subsequent date after the entity's requested effective date of the classification election, a person who would have been required to attach a copy of the Form 8832 for the eligible entity to its federal tax or information return for the person's tax year that includes that subsequent date had the election first become effective on that subsequent date.

For details on the requirement to attach a copy of Form 8832, see Rev. Proc. 2009-41 and the instructions under Where To File.

To obtain relief, file Form 8832 with the applicable IRS service center listed in Where To File, earlier, within 3 years and 75 days from the requested effective date of the eligible entity's classification election.

If Rev. Proc. 2009-41 does not apply, an

entity may seek relief for a late entity election by requesting a private letter ruling and paying a user fee in accordance with Rev. Proc. 2013-1, 2013-1 I.R.B. 1 (or its successor).

Line 11. Explain the reason for the failure to file a timely entity classification election.

Signatures. Part II of Form 8832 must be signed by an authorized representative of the eligible entity and each affected person. See Affected Persons, earlier. The individual or individuals who sign the declaration must have personal knowledge of the facts and circumstances related to the election.

Foreign Entities Classified as Corporations for Federal Tax Purposes:

American Samoa—Corporation

Argentina—Sociedad Anonima

Australia—Public Limited Company

Austria—Aktiengesellschaft

Barbados—Limited Company

Belgium—Societe Anonyme

Belize—Public Limited Company

Bolivia—Sociedad Anonima

Brazil—Sociedade Anonima

Bulgaria—Aktsionerno Druzhestvo

Canada—Corporation and Company

Chile—Sociedad Anonima

People’s Republic of China—Gufen

Youxian Gongsi

Republic of China (Taiwan)

—Ku-fen Yu-hsien Kung-szu

Colombia—Sociedad Anonima

Costa Rica—Sociedad Anonima Croatia—Dionicko Drustvo Cyprus—Public Limited Company Czech Republic—Akciova Spolecnost Denmark—Aktieselskab Ecuador—Sociedad Anonima or Compania

Anonima

Egypt—Sharikat Al-Mossahamah

El Salvador—Sociedad Anonima

Estonia—Aktsiaselts

European Economic Area/European Union

—Societas Europaea

Finland—Julkinen Osakeyhtio/Publikt Aktiebolag

France—Societe Anonyme

Germany—Aktiengesellschaft

Greece—Anonymos Etairia

Guam—Corporation

Guatemala—Sociedad Anonima

Guyana—Public Limited Company

Honduras—Sociedad Anonima

Hong Kong—Public Limited Company

Hungary—Reszvenytarsasag

Iceland—Hlutafelag

India—Public Limited Company Indonesia—Perseroan Terbuka Ireland—Public Limited Company Israel—Public Limited Company Italy—Societa per Azioni Jamaica—Public Limited Company Japan—Kabushiki Kaisha Kazakstan—Ashyk Aktsionerlik Kogham Republic of Korea—Chusik Hoesa Latvia—Akciju Sabiedriba Liberia—Corporation Liechtenstein—Aktiengesellschaft Lithuania—Akcine Bendroves Luxembourg—Societe Anonyme Malaysia—Berhad

Malta—Public Limited Company

Mexico—Sociedad Anonima

Morocco—Societe Anonyme

Netherlands—Naamloze Vennootschap

New Zealand—Limited Company

Nicaragua—Compania Anonima

Nigeria—Public Limited Company

Northern Mariana Islands—Corporation

Norway—Allment Aksjeselskap

Pakistan—Public Limited Company

Panama—Sociedad Anonima

Paraguay—Sociedad Anonima

Peru—Sociedad Anonima

Philippines—Stock Corporation

Poland—Spolka Akcyjna

Portugal—Sociedade Anonima

Puerto Rico—Corporation

Romania—Societe pe Actiuni

Russia—Otkrytoye Aktsionernoy

Obshchestvo

Saudi Arabia—Sharikat Al-Mossahamah

Singapore—Public Limited Company

Slovak Republic—Akciova Spolocnost

Slovenia—Delniska Druzba

South Africa—Public Limited Company

Spain—Sociedad Anonima

Surinam—Naamloze Vennootschap

Sweden—Publika Aktiebolag

Switzerland— Aktiengesellschaft

Thailand—Borisat Chamkad (Mahachon)

Trinidad and Tobago—Limited Company

Tunisia—Societe Anonyme

Turkey—Anonim Sirket

Ukraine—Aktsionerne Tovaristvo Vidkritogo Tipu

United Kingdom—Public Limited Company

United States Virgin Islands—Corporation Uruguay—Sociedad Anonima Venezuela—Sociedad Anonima or Compania

Anonima

See Regulations section F! 301.7701-2(b)(8) for any

exceptions and inclusions to items CAUTION on this list and for any revisions made to this list since these instructions were printed.

Paperwork Reduction Act Notice

We ask for the information on this form to carry out the Internal Revenue laws of the United States. You are required to give us the information. We need it to ensure that you are complying with these laws and to allow us to figure and collect the right amount of tax.

You are not required to provide the information requested on a form that is subject to the Paperwork Reduction Act unless the form displays a valid OMB control number. Books or records relating to a form or its instructions must be retained as long as their contents may become material in the administration of any Internal Revenue law. Generally, tax returns and return information are confidential, as required by section 6103.

The time needed to complete and file this form will vary depending on individual circumstances. The estimated average time is:

Recordkeeping . . . . 2 hr., 46 min.

Learning about the

law or the form . . . . 3 hr., 48 min.

Preparing and sending

the form to the IRS . . . . . 36 min.

If you have comments concerning the accuracy of these time estimates or suggestions for making this form simpler, we would be happy to hear from you. You can write to the Internal Revenue Service, Tax Forms and Publications, SE:W:CAR:MP:TFP,

1111 Constitution Ave. NW, IR-6526, Washington, DC 20224. Do not send the form to this address. Instead, see Where To File above.