Entity Classification Election OMB No. 1545-1516

Form 8832

Department of the Treasury

Internal Revenue Service

Please

Type

or

Print

Name of entity Employer identification number (EIN)

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.

1 Type of election (see instructions):

2 Form of entity (see instructions):

3 Election is to be effective beginning (month, day, year) (see instructions) ©

4 Name and title of person whom the IRS may call for more information 5 That person’s telephone number

a

b

Cat. No. 22598R Form 8832 (12-96)

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

(December 1996)

Initial classification by a newly-formed entity (or change in current classification of an existing entity to take effect on

January 1, 1997)

Change in current classification (to take effect later than January 1, 1997)

a

b

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

A domestic eligible entity electing to be classified as a partnership.

c

d

A domestic eligible entity with a single owner electing to be disregarded as a separate entity.

A foreign eligible entity electing to be classified as an association taxable as a corporation.

e

f

A foreign eligible entity electing to be classified as a partnership.

A foreign eligible entity with a single owner electing to be disregarded as a separate entity.

Consent Statement and Signature(s) (see instructions)

For Paperwork Reduction Act Notice, see page 2.

/ /
Form 8832 (12-96) Page 2

Section references are to the

Internal Revenue Code unless

otherwise noted.

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 1 hr., 20 min.

Learning about the

law or the form 1 hr., 41 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 Tax Forms Committee,

Western Area Distribution Center,

Rancho Cordova, CA 95743-0001.

DO NOT send the form to this

address. Instead, see Where To File

on page 3.

General Instructions

Purpose of Form

For Federal tax purposes, certain

business entities automatically are

classified as corporations. See items

1 and 3 through 8 under the

definition of corporation on this

page. Other business entities may

choose how they are classified for

Federal tax purposes. Except for a

business entity automatically

classified as a corporation, a

business entity with at least two

Generally, an eligible entity that

does not file this form will be

classified under the default rules

described below. An eligible entity

that chooses not to be classified

under the default rules or that

wishes to change its current

classification must file Form 8832 to

elect a classification. The IRS will

use the information entered on this

form to establish the entity’s filing

and reporting requirements for

Federal tax purposes.

Default Rules

Existing entity default rule.—

Certain domestic and foreign entities

that are already 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. However, for an

eligible entity with a single owner

that claimed to be a partnership

under the law in effect before

January 1, 1997, that entity will now

be disregarded as an entity separate

from its owner. If an existing entity

decides to change its classification,

it may do so subject to the rules in

Regulations section 301.7701-

3(c)(1)(iv). A foreign eligible entity is

treated as being in existence prior to

the effective date of this section only

if the entity’s classification is

relevant at any time during the 60

months prior to January 1, 1997.

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.

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 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.

Definitions

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. 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.

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

in Regulations section

301.7701-2(b)(8). However, a foreign

business entity listed in those

regulations generally will not be

treated as a corporation if all of the

following apply:

Preparing and sending

the form to the IRS 17 min.

a. The entity was in existence on

May 8, 1996.

members can choose to

be classified as either an association

taxable as a corporation or a

partnership, and a business entity

with a single member can choose to

be classified as either an association

taxable as a corporation or

disregarded as an entity separate

from its owner.
Form 8832 (12-96) Page 3

Eligible entity.—An eligible entity is

a business entity that is not included

in items 1 or 3 through 8 under the

definition of corporation on page 2.

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 on page 2.

Effect of Election

The resulting tax consequences of a

change in classification remain the

same no matter how a change in

entity classification is achieved. For

example, if an organization classified

as an association elects to be

classified as a partnership, the

organization and its owners must

recognize gain, if any, under the

rules applicable to liquidations of

corporations.

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 have limited

liability, and it elects to be classified

as a partnership.

● A foreign entity that has at least

one owner without limited liability,

and it elects to be classified as an

association taxable as a corporation.

● A foreign entity with a single

owner having limited liability, and it

elects to have the 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),

or

● A real estate investment trust

(REIT), as defined in section 856.

When To File

See the instructions for line 3.

Where To File

File Form 8832 with the Internal

Revenue Service Center,

Philadelphia, PA 19255. Also attach

a copy of Form 8832 to the entity’s

Federal income 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 income tax or

information 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. Although failure to attach a

copy will not invalidate an otherwise

valid election, each member of the

entity is required to file returns that

are consistent with the entity’s

election. In addition, penalties may

be assessed against persons who

are required to, but who do not,

attach Form 8832 to their returns.

Other penalties may apply for filing

Federal income tax or information

returns inconsistent with the entity’s

election.

b. The entity’s classification was

relevant (as defined below) on May

8, 1996.

c. No person (including the entity)

for whom the entity’s classification

was relevant on May 8, 1996, treats

the entity as a corporation for

purposes of filing that person’s

Federal income tax returns,

information returns, and withholding

documents for the tax year including

May 8, 1996.

d. Any change in the entity’s

claimed classification within the 60

months prior to May 8, 1996, was a

result of a change in the

organizational documents of the

entity, and the entity and all

members of the entity recognized

the Federal tax consequences of

any change in the entity’s

classification within the 60 months

prior to May 8, 1996.

e. The entity had a reasonable

basis (within the meaning of section

6662) for treating the entity as other

than a corporation on May 8, 1996.

f. Neither the entity nor any

member was notified in writing on or

before May 8, 1996, that the

classification of the entity was under

examination (in which case the

entity’s classification will be

determined in the examination).

Binding contract rule.—If a

foreign business entity described in

Regulations section

301.7701-2(b)(8)(i) is formed after

May 8, 1996, under a written binding

contract (including an accepted bid

to develop a project) in effect on

May 8, 1996, and all times

thereafter, in which the parties

agreed to engage (directly or

indirectly) in an active and

substantial business operation in the

jurisdiction in which the entity is

formed, 8 on page 2 is applied by

substituting the date of the entity’s

formation for May 8, 1996.

Relevant.—A foreign eligible entity’s

classification is relevant when its

classification affects the liability of

any person for Federal tax or

information purposes. The date the

classification of a foreign eligible

entity is relevant is the date an event

occurs that creates an obligation to

file a Federal tax return, information

return, or statement for which the

classification of the entity must be

determined.
Form 8832 (12-96) Page 4

Line 1

Check box 1a if the entity is

choosing a classification for the first

time and 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 to

take effect later than January 1,

1997, whether or not the entity’s

current classification is the default

classification. However, once an

eligible entity makes an election to

change its classification (other than

an election made by an existing

entity to change its classification as

of January 1, 1997), the entity

cannot change its classification by

election again during the 60 months

after the effective date of the

election. However, the IRS may

permit (by private letter ruling) 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 of the entity’s prior

election.

Line 2

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 3

Generally, the election will take

effect on the date you enter on line

3 of this form or on the date filed if

no date is entered on line 3.

However, an election specifying an

entity’s classification for Federal tax

Regardless of the date filed, an

election will in no event take effect

before January 1, 1997.

Consent Statement and

Signatures

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 and who 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 also 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.

Specific Instructions

Employer Identification

Number (EIN)

Show the correct EIN on Form 8832.

If the entity does not have an EIN, it

generally must apply for one on

Form SS-4, Application for

Employer Identification Number. If

the filing of Form 8832 is the only

reason the entity is applying for an

EIN, check the “Other” box on line 9

of Form SS-4 and write “Form

8832” to the right of that box. If the

entity has not received an EIN by

the time Form 8832 is due, write

“Applied for” in the space for the

EIN. Do not apply for a new EIN for

an existing entity that is changing its

classification. If you are electing to

disregard an entity as separate from

its owner, enter the owner’s EIN.

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.

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 3 shows a date more than 75

days prior to the date on which the

election is filed, the election will take

effect 75 days before the date it is

filed. If line 3 shows an effective

date more than 12 months from the

filing date, the election will take

effect 12 months after the date the

election was filed.