Form 8832 (Rev. March 2007) Entity Classification Election OMB No. 1545-1516 Department of the Treasury Internal Revenue Service Name of eligible entity making election Employer identification number 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. Check if: Address change 1 Type of election (see instructions): a Initial classification by a newly-formed entity. Skip lines 2a and 2b and go to line 3. b Change in current classification. Go to line 2a. 2a Has the eligible entity previously filed an entity election that had an effective date within the last 60 months? Yes. Go to line 2b. No. Skip line 2b and go to line 3. 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). 3 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 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): a A domestic eligible entity electing to be classified as an association taxable as a corporation. b A domestic eligible entity electing to be classified as a partnership. c A domestic eligible entity with a single owner electing to be disregarded as a separate entity. d A foreign eligible entity electing to be classified as an association taxable as a corporation. e A foreign eligible entity electing to be classified as a partnership. f A foreign eligible entity with a single owner electing to be disregarded as a separate entity. 7 If the eligible entity is created or organized in a foreign jurisdiction, provide the foreign country of organization 8 Election is to be effective beginning (month, day, year) (see instructions) / / 9 Name and title of contact person whom the IRS may call for more information 10 Contact person’s telephone number ( ) Consent Statement and Signature(s) (see instructions) Under penalties of perjury, I (we) declare that I (we) consent to the election of the above-named entity to be classified as indicated above, and that I (we) have examined this consent statement, and to the best of my (our) knowledge and belief, it is true, correct, and complete. If I am an officer, manager, or member signing for all members of the entity, I further declare that I am authorized to execute this consent statement on their behalf. Signature(s) Date Title Form 8832 (Rev. 3-2007) Form 8832 (Rev. 3-2007) Page 3 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 Consent statement and signature(s). Malaysia—Berhad Form 8832 must be signed by: Foreign Entities Classified as Malta—Public Limited Company 1. Each member of the electing entity Corporations for Federal Tax Mexico—Sociedad Anonima who is an owner at the time the election Purposes: Morocco—Societe Anonyme is filed; or American Samoa—Corporation Netherlands—Naamloze 2. Any officer, manager, or member of Argentina—Sociedad Anonima Vennootschap the electing entity who is authorized Australia—Public Limited Company New Zealand—Limited Company (under local law or the organizational Nicaragua—Compania Anonima documents) to make the election. The Austria—Aktiengesellschaft Barbados—Limited Company Nigeria—Public Limited Company elector represents to having such authorization under penalties of perjury. Belgium—Societe Anonyme Northern Mariana Belize—Public Limited Company Islands—Corporation If an election is to be effective for any period prior to the time it is filed, each Bolivia—Sociedad Anonima Norway—Allment Aksjeselskap person who was an owner between the Brazil—Sociedade Anonima Pakistan—Public Limited Company date the election is to be effective and Canada—Corporation and Company Panama—Sociedad Anonima the date the election is filed, must sign. Chile—Sociedad Anonima Paraguay—Sociedad Anonima If you need a continuation sheet or use People’s Republic of China—Gufen Peru—Sociedad Anonima a separate consent statement, attach it to Youxian Gongsi Philippines—Stock Corporation Form 8832. The separate consent Republic of China (Taiwan)—Ku-fen Poland—Spolka Akcyjna statement must contain the same Yu-hsien Kung-szu Portugal—Sociedade Anonima information as shown on Form 8832. Colombia—Sociedad Anonima Puerto Rico—Corporation Note. Do not sign the copy that is Costa Rica—Sociedad Anonima Romania—Societe pe Actiuni attached to your tax return. Cyprus—Public Limited Company Russia—Otkrytoye Aktsionernoy Czech Republic—Akciova Obshchestvo Spolecnost Saudi Arabia—Sharikat Paperwork Reduction Act Denmark—Aktieselskab Al-Mossahamah Notice Ecuador—Sociedad Anonima or Singapore—Public Limited We ask for the information on this form to Compania Anonima Company carry out the Internal Revenue laws of the Egypt—Sharikat Al-Mossahamah Slovak Republic—Akciova United States. You are required to give us El Salvador—Sociedad Anonima Spolocnost the information. We need it to ensure that Estonia—Aktsiaselts Slovenia—Delniska Druzba you are complying with these laws and to European Economic South Africa—Public Limited allow us to figure and collect the right Area/European Union— Company amount of tax. Spain—Sociedad Anonima Societas Europaea You are not required to provide the Finland—Julkinen Osakeyhtio/ Surinam—Naamloze Vennootschap information requested on a form that is Publikt Aktiebolag Sweden—Publika Aktiebolag subject to the Paperwork Reduction Act Switzerland—Aktiengesellschaft unless the form displays a valid OMB France—Societe Anonyme Germany—Aktiengesellschaft Thailand—Borisat Chamkad control number. Books or records relating to a form or its instructions must be Greece—Anonymos Etairia (Mahachon) retained as long as their contents may Guam—Corporation Trinidad and Tobago—Limited become material in the administration of Guatemala—Sociedad Anonima Company any Internal Revenue law. Generally, tax Guyana—Public Limited Company Tunisia—Societe Anonyme returns and return information are Honduras—Sociedad Anonima Turkey—Anonim Sirket confidential, as required by section 6103. Ukraine—Aktsionerne Tovaristvo Hong Kong—Public Limited The time needed to complete and file Company Vidkritogo Tipu this form will vary depending on individual Hungary—Reszvenytarsasag United Kingdom—Public Limited circumstances. The estimated average Iceland—Hlutafelag Company time is: United States Virgin Islands— India—Public Limited Company Recordkeeping 1 hr., 49 min. Indonesia—Perseroan Terbuka Corporation Learning about the Ireland—Public Limited Company Uruguay—Sociedad Anonima law or the form 2 hr., 7 min. Israel—Public Limited Company Venezuela—Sociedad Anonima or Preparing and sending Italy—Societa per Azioni Compania Anonima the form to the IRS 23 min. Jamaica—Public Limited Company See Regulations section If you have comments concerning the Japan—Kabushiki Kaisha accuracy of these time estimates or 301.7701-2(b)(8) for any Kazakstan—Ashyk Aktsionerlik suggestions for making this form simpler, exceptions and inclusions Kogham CAUTION we would be happy to hear from you. to items on this list and Republic of Korea—Chusik Hoesa You can write to the Internal Revenue for any revisions made to this list Service, Tax Products Coordinating Latvia—Akciju Sabiedriba since these instructions were Committee, SE:W:CAR:MP:T:T:SP, Liberia—Corporation printed. 1111 Constitution Ave. NW, IR-6406, Liechtenstein—Aktiengesellschaft Washington, DC 20224. Do not send the Lithuania—Akcine Bendroves form to this address. Instead, see Where Luxembourg—Societe Anonyme To File on page 4.
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