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Type Number, street, and room or suite no. If a P.O. box, see instructions.
or
Print 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.
2a Has the eligible entity previously filed an entity election that had an effective date within the last 60 months?
2b Was the eligible entity’s prior election for initial classification by a newly formed entity 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).
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 disregarded as a separate entity. Go to
line 4.
4 If the eligible entity has only one owner, provide the following information:
a Name of owner ©
b Identifying number of owner ©
5 If the eligible entity is owned by one or more affiliated corporations that file a consolidated return, provide the name and
employer identification number of the parent corporation:
a Name of parent corporation ©
b Employer identification number ©
For Paperwork Reduction Act Notice, see instructions. Cat. No. 22598R Form 8832 (Rev. 3-2007)
Form 8832 (Rev. 3-2007) Page 2
6 Type of entity (see instructions):
7 If the eligible entity is created or organized in a foreign jurisdiction, provide the foreign country of
organization ©
9 Name and title of contact person whom the IRS may call for more information 10 Contact person’s telephone number
( )
General Instructions Eligible entity. An eligible entity is a will become a disregarded entity when the
business entity that is not included in entity’s membership is reduced to one
Section references are to the Internal items 1, or 3 through 9, under the member and a disregarded entity will be
Revenue Code unless otherwise noted. definition of corporation provided under classified as a partnership when the entity
Definitions. has more than one member.
What’s New Eligible entities include limited liability Foreign default rule. Unless an election is
This revision of the Form 8832 companies (LLCs), partnerships, and any made on Form 8832, a foreign eligible
instructions reflects an update to the filing foreign entity that is not identified as a entity is:
locations. Our previous revision corporation under Regulations section 1. A partnership if it has two or more
(December 2006) stated that all entity 301.7701-2(b)(8) (see item 3 below). members and at least one member does
classification elections were sent to the Generally, corporations are not eligible not have limited liability.
service center in Ogden, UT. This is no entities. However, the following types of 2. An association taxable as a
longer the case. Now the form is filed corporations are treated as eligible corporation if all members have limited
either in Cincinnati or Ogden depending entities: liability.
upon your principal business location.
1. An eligible entity that previously 3. Disregarded as an entity separate
See Where To File on page 4 for your
elected to be an association taxable as a from its owner if it has a single owner
filing location.
corporation by filing Form 8832. An entity that does not have limited liability.
● You are not required to sign the copy that elects to be classified as a
of Form 8832 filed with your tax return. corporation by filing Form 8832 can make Definitions
See Consent statement and signature(s) another election to change its
on page 6. Association. For purposes of this form,
classification (see the 60-month limitation
● New questions on lines 2a and 2b highlight an association is an eligible entity taxable
rule discussed below in the instructions for
the general rule which limits an eligible as a corporation by election or, for foreign
lines 2a and 2b).
entity’s ability to change its classification by eligible entities, under the default rules
2. A foreign eligible entity that became (see Regulations section 301.7701-3).
election again during the 60 months after the an association taxable as a corporation
effective date of making an earlier entity under the foreign default rule described Business entity. A business entity is any
classification election. below. entity recognized for federal tax purposes
● All single-owner eligible entities electing 3. A foreign corporation that is not
that is not properly classified as a trust
either corporate or disregarded entity status under Regulations section 301.7701-4 or
identified as a corporation under
must provide the name and identifying otherwise subject to special treatment
Regulations section 301.7701-2(b)(8). If a
number of their owner on lines 4a and 4b. under the Code regarding the entity’s
foreign corporation is not identified on the
Previously this requirement applied only to classification. See Regulations section
list included in these regulations, it
single-owner eligible entities electing 301.7701-2(a).
qualifies as an eligible entity. See the list of
disregarded entity status. Foreign Entities Classified as Corporations Corporation. For federal tax purposes, a
● All eligible entities owned by one or more for Federal Tax Purposes under this corporation is any of the following:
affiliated corporations that file a consolidated regulation on page 6. Refer to the 1. A business entity organized under a
return must provide the name and employer regulations for any changes to the list federal or state statute, or under a statute
identification number (EIN) of their parent made after these instructions were printed. of a federally recognized Indian tribe, if
corporation on lines 5a and 5b. Previously The IRS will use the information entered the statute describes or refers to the
this requirement applied only to single-owner on this form to establish the entity’s filing entity as incorporated or as a corporation,
eligible entities electing disregarded entity and reporting requirements for federal tax body corporate, or body politic.
status. purposes.
● All foreign eligible entities making an entity 2. An association (as determined under
Regulations section 301.7701-3).
classification election, including those also Default Rules 3. A business entity organized under a
organized under domestic law, must provide
the name of the foreign country in which they Existing entity default rule. Certain state statute, if the statute describes or
are organized on line 7. Previously this domestic and foreign entities that were in refers to the entity as a joint-stock
requirement applied only to single-owner existence before January 1, 1997, and company or joint-stock association.
foreign eligible entities electing disregarded have an established federal tax 4. An insurance company.
entity status. classification generally do not need to
5. A state-chartered business entity
make an election to continue that
conducting banking activities, if any of its
Purpose of Form classification. If an existing entity decides
deposits are insured under the Federal
to change its classification, it may do so
An eligible entity uses Form 8832 to elect Deposit Insurance Act, as amended, 12
subject to the 60-month limitation rule.
how it will be classified for federal tax U.S.C. 1811 et seq., or a similar federal
See the instructions for lines 2a and 2b.
purposes, as a corporation, a partnership, statute.
See Regulations sections 301.7701-3(b)(3)
or an entity disregarded as separate from and 301.7701-3(h)(2) for more details. 6. A business entity wholly owned by a
its owner. An eligible entity is classified state or any political subdivision thereof,
for federal tax purposes under the default Domestic default rule. Unless an or a business entity wholly owned by a
rules described below unless it files Form election is made on Form 8832, a foreign government or any other entity
8832 or Form 2553, Election by a Small domestic eligible entity is: described in Regulations section
Business Corporation, to elect a 1. A partnership if it has two or more 1.892-2T.
classification or change its current members. 7. A business entity that is taxable as a
classification. See Who Must File on 2. Disregarded as an entity separate corporation under a provision of the Code
page 4. from its owner if it has a single owner. other than section 7701(a)(3).
A new eligible entity should A change in the number of members of 8. A foreign business entity listed on
not file Form 8832 if it will be an eligible entity classified as an page 6. See Regulations section
TIP using its default classification association (defined below) does not 301.7701-2(b)(8) for any exceptions and
(see Default Rules below). affect the entity’s classification. However, inclusions to items on this list and for any
an eligible entity classified as a partnership revisions made to this list since these
instructions were printed.
Form 8832 (Rev. 3-2007) Page 4
9. An entity created or organized under ● Electing to be classified as an ● The due date for the entity’s desired
the laws of more than one jurisdiction S corporation. An eligible entity that timely classification tax return (excluding
(business entities with multiple charters) if files Form 2553 to elect classification as extensions) for the tax year beginning with
the entity is treated as a corporation with an S corporation and meets all other the entity’s formation date has not passed,
respect to any one of the jurisdictions. requirements to qualify as an S and
See Regulations section 301.7701-2(b)(9) corporation is deemed to have made an ● The entity has reasonable cause for its
for examples. election under Regulations section failure to make a timely election.
Disregarded entity. A disregarded entity 301.7701-3(c)(v) to be classified as an
is an eligible entity that is treated as an association taxable as a corporation. To obtain relief, a newly formed entity
entity not separate from its single owner. All three of these entities are deemed to must file Form 8832 on or before the due
Its separate existence will be ignored for have made an election to be classified as date of the first federal tax return
federal tax purposes unless it elects an association. (excluding extensions) of the entity’s
corporate tax treatment. desired classification. The entity must also
Effect of Election write “FILED PURSUANT TO REV. PROC.
Limited liability. A member of a foreign 2002-59” at the top of the form. The entity
eligible entity has limited liability if the The federal tax treatment of elective must attach a statement to the form
member has no personal liability for any changes in classification as described in explaining why it failed to file a timely
debts of or claims against the entity by Regulations section 301.7701-3(g)(1) is election. If Rev. Proc. 2002-59 does not
reason of being a member. This summarized as follows: apply, an entity may seek relief for a late
determination is based solely on the ● If an eligible entity classified as a entity election by requesting a private
statute or law under which the entity is partnership elects to be classified as an letter ruling and paying a user fee in
organized (and, if relevant, the entity’s association, it is deemed that the accordance with Rev. Proc. 2006-1,
organizational documents). A member has partnership contributes all of its assets 2006-1 I.R.B. 1 (or its successor).
personal liability if the creditors of the and liabilities to the association in
entity may seek satisfaction of all or any exchange for stock in the association, and Where To File
part of the debts or claims against the immediately thereafter, the partnership File Form 8832 with the Internal Revenue
entity from the member as such. A liquidates by distributing the stock of the Service Center for your state listed below.
member has personal liability even if the association to its partners.
member makes an agreement under which Attach a copy of Form 8832 to the
● If an eligible entity classified as an entity’s federal tax return for the tax year
another person (whether or not a member association elects to be classified as a
of the entity) assumes that liability or of the election. If the entity is not required
partnership, it is deemed that the to file a return for that year, a copy of its
agrees to indemnify that member for that association distributes all of its assets and
liability. Form 8832 must be attached to the
liabilities to its shareholders in liquidation federal tax returns of all direct or indirect
Partnership. A partnership is a business of the association, and immediately owners of the entity for the tax year of
entity that has at least two members and thereafter, the shareholders contribute all the owner that includes the date on which
is not a corporation as defined on of the distributed assets and liabilities to a the election took effect. Failure to attach
page 3 under Corporation. newly formed partnership. a copy of Form 8832 will not invalidate an
● If an eligible entity classified as an otherwise valid election, but penalties
Who Must File association elects to be disregarded as an may be assessed against persons who
File this form for an eligible entity that is entity separate from its owner, it is are required to, but do not, attach Form
one of the following: deemed that the association distributes all 8832.
● A domestic entity electing to be of its assets and liabilities to its single Each member of the entity is required
classified as an association taxable as a owner in liquidation of the association. to file their return consistent with the
corporation. ● If an eligible entity that is disregarded as entity election. Penalties apply to returns
an entity separate from its owner elects to filed inconsistent with the entity’s
● A domestic entity electing to change its
be classified as an association, the owner election.
current classification (even if it is currently
classified under the default rule). of the eligible entity is deemed to have
contributed all of the assets and liabilities
● A foreign entity that has more than one of the entity to the association in exchange If the entity’s principal Use the following
owner, all owners having limited liability, business, Internal Revenue
for the stock of the association.
electing to be classified as a partnership. office, or agency is Service Center
Note. For information on the federal tax located in: address:
● A foreign entity that has at least one consequences of elective changes in
owner that does not have limited liability, classification, see Regulations section Connecticut, Delaware,
electing to be classified as an association 301.7701-3(g). District of Columbia,
taxable as a corporation. Illinois, Indiana,
● A foreign entity with a single owner When To File Kentucky, Maine,
having limited liability, electing to be an An election specifying an eligible entity’s Maryland,
entity disregarded as an entity separate classification cannot take effect more than Massachusetts,
Michigan, New Cincinnati, OH 45999
from its owner. 75 days prior to the date the election is
Hampshire, New Jersey,
● A foreign entity electing to change its filed, nor can it take effect later than 12
New York, North
current classification (even if it is currently months after the date the election is filed. Carolina, Ohio,
classified under the default rule). Late election relief. A newly formed Pennsylvania, Rhode
entity may be eligible for late election relief Island, South Carolina,
Do not file this form for an eligible entity Vermont, Virginia, West
under Rev. Proc. 2002-59, 2002-39 I.R.B.
that is: Virginia, Wisconsin
615 if:
● Tax-exempt under section 501(a);
● The entity failed to obtain its desired
● A real estate investment trust (REIT), as classification solely because Form 8832
defined in section 856; or was not timely filed,
Form 8832 (Rev. 3-2007) Page 5
Note. Any entity that has an EIN will entity wants to be classified under the
If the entity’s principal Use the following retain that EIN even if its federal tax default rules.
business, Internal Revenue classification changes under Regulations Check box 1b if the entity is changing
office, or agency is Service Center section 301.7701-3. its current classification.
located in: address:
If a disregarded entity’s classification Lines 2a and 2b. 60-month limitation
changes so that it becomes recognized rule. Once an eligible entity makes an
Alabama, Alaska,
Arizona, Arkansas,
as a partnership or association for federal election to change its classification, the
California, Colorado, tax purposes, and that entity had an EIN, entity generally cannot change its
Florida, Georgia, Hawaii, then the entity must continue to use that classification by election again during the
Idaho, Iowa, Kansas, EIN. If the entity did not already have its 60 months after the effective date of the
Louisiana, Minnesota, own EIN, then the entity must apply for election. However, the IRS may (by
Mississippi, Missouri, Ogden, UT 84201 an EIN and not use the identifying private letter ruling) permit the entity to
Montana, Nebraska, number of the single owner. change its classification by election within
Nevada, New Mexico, A foreign person that makes an election the 60-month period if more than 50% of
North Dakota, the ownership interests in the entity, as of
under Regulations section 301.7701-3(c)
Oklahoma, Oregon, the effective date of the election, are
South Dakota, and (d) must also use its own taxpayer
identifying number. See sections 6721 owned by persons that did not own any
Tennessee, Texas, Utah,
Washington, Wyoming through 6724 for penalties that may apply interests in the entity on the effective date
for failure to supply taxpayer identifying or the filing date of the entity’s prior
numbers. election.
A foreign country or
Ogden, UT 84201-0023 If the entity electing to be classified Note. The 60-month limitation does not
U.S. possession
using Form 8832 does not have an EIN, it apply if the previous election was made
Note. Also attach a copy to the entity’s must apply for one on Form SS-4, by a newly formed eligible entity and was
federal income tax return for the tax year Application for Employer Identification effective on the date of formation.
of the election. Number. If the filing of Form 8832 is the Line 4. If an eligible entity has only one
only reason the entity is applying for an owner, provide the name of its owner on
Acceptance or EIN, check the “Other” box on line 9 of line 4a and the owner’s identifying
Nonacceptance of Election Form SS-4 and enter “Form 8832” to the number (social security number, or
right of that box. The entity must have individual taxpayer identification number,
The service center will notify the eligible received an EIN by the time Form 8832 is or EIN) on line 4b. Enter “DE” if the owner
entity at the address listed on Form 8832 filed in order for the form to be is a disregarded entity that does not have
if its election is accepted or not accepted. processed. An election will not be an identifying number. If the owner is a
The entity should generally receive a accepted if the eligible entity does not foreign person or entity and does not
determination on its election within 60 provide an EIN. Caution. Do not apply for have a U.S. identifying number, enter
days after it has filed Form 8832. a new EIN for an existing entity that is “none” on line 4b.
Care should be exercised to ensure changing its classification if the entity
Line 5. If the eligible entity is owned by
that the IRS receives the election. If the already has an EIN.
one or more members of an affiliated
entity is not notified of acceptance or Address. Enter the address of the entity group of corporations that file a
nonacceptance of its election within 60 electing a classification. All consolidated return, provide the name
days of the date of filing, take follow-up correspondence regarding the and EIN of the parent corporation.
action by calling 1-800-829-0115, or by acceptance or nonacceptance of the
sending a letter to the service center to Line 6. Check the appropriate box if you
election will be sent to this address. are changing a current classification (no
inquire about its status. Send any such Include the suite, room, or other unit
letter by certified or registered mail via matter how achieved), or are electing out
number after the street address. If the of a default classification. Do not file this
the U.S. Postal Service, or equivalent Post Office does not deliver mail to the
type of delivery by a designated private form if you fall within a default
street address and the entity has a P.O. classification that is the desired
delivery service (see Notice 2004-83, box, show the box number instead of the
2004-52 I.R.B. 1030 (or its successor)). classification for the new entity.
street address. If the electing entity
If the IRS questions whether Form 8832 receives its mail in care of a third party Line 7. If the entity making the election is
was filed, an acceptable proof of filing is: (such as an accountant or an attorney), created or organized in a foreign
● A certified or registered mail receipt enter on the street address line “C/O” jurisdiction, enter the name of the foreign
(timely postmarked) from the U.S. Postal followed by the third party’s name and country in which it is organized. This
Service, or its equivalent from a street address or P.O. box. information must be provided even if the
designated private delivery service; Address change. If the eligible entity has entity is also organized under domestic law.
● Form 8832 with an accepted stamp; changed its address since filing Form Line 8. Generally, the election will take
SS-4 or the entity’s most recently-filed effect on the date you enter on line 8 of
● Form 8832 with a stamped IRS
return (including a change to an “in care this form, or on the date filed if no date is
received date; or
of” address), check the box for an entered on line 8. An election specifying
● An IRS letter stating that Form 8832
address change. an entity’s classification for federal tax
has been accepted.
Note. If a change of address occurs after purposes can take effect no more than 75
the later of the filing of Form SS-4 or the days prior to the date the election is filed,
Specific Instructions most recently-filed return, use Form 8822, nor can it take effect later than 12 months
Name. Enter the name of the eligible Change of Address, to notify the IRS of after the date on which the election is
entity electing to be classified. the new address. A new address shown filed. If line 8 shows a date more than 75
on Form 8832 will not update the entity’s days prior to the date on which the
Employer identification number (EIN). election is filed, the election will default to
Show the EIN of the eligible entity address of record with the IRS.
Line 1. Check box 1a if the entity is 75 days before the date it is filed. If line 8
electing to be classified. shows an effective date more than 12
Caution. Do not put “Applied For” on this choosing a classification for the first time
(i.e., the entity does not want to be months from the filing date, the election
line. will take effect 12 months after the date
classified under the applicable default
classification). Do not file this form if the the election is filed.
Form 8832 (Rev. 3-2007) Page 6