Entity Classification Election OMB No. 1545-1516

Form 8832

Department of the Treasury

Internal Revenue Service

Type

or

Print

EIN 

Name of entity

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):

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

5 Name and title of person whom the IRS may call for more information 6 That person’s telephone number

a

b

Cat. No. 22598R Form 8832 (Rev. 9-2002)

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

(Rev. September 2002)

Initial classification by a newly-formed entity.

Change in current classification.

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 4.

/ /

3 Disregarded entity information (see instructions):

Name of owner 

Identifying number of owner 

Country of organization of entity electing to be disregarded (if foreign) 

a

b

c

( )
Form 8832 (Rev. 9-2002) Page 2

Section references are to the

Internal Revenue Code unless

otherwise noted.

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

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.

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

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

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.

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.

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

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 5. 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.

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 of the entity’s prior

election. See Regulations section

301.7701-3(c)(1)(iv) for more details.

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 above.

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

Disregarded entity. A disregarded

entity is an eligible entity that is

treated as an entity that is not

separate from its single owner. Its

separate existence will be ignored

for Federal tax purposes unless it

elects corporate tax treatment.

A change in the number of

members of an eligible entity

classified as an association 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.

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.

Association. For purposes of this

form, an association is an eligible

entity that is taxable as a

corporation by election or, for

foreign eligible entities, under the

default rules (see Regulations

section 301.7701-3).

treatment under the Code. See

Regulations section 301.7701-2(a).
Form 8832 (Rev. 9-2002) Page 3

Effect of Election

● 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)

or

● A real estate investment trust

(REIT), as defined in section 856.

When To File

See the instructions for line 4.

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.

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

● 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.

Specific Instructions

Name. Enter the name of the

eligible entity electing to be

classified using Form 8832.

Employer identification number

(EIN). Show the correct EIN of the

eligible entity electing to be

classified. Any entity that has an EIN

will retain that EIN even if its Federal

tax classification changes under

Regulations section 301.7701-3.

● 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.

Note: For information on the Federal

tax treatment of elective changes in

classification, see Regulations

section 301.7701-3(g).

A newly formed entity may be

eligible for late election relief under

Rev. Proc. 2002-59, 2002-39 I.R.B.

615 if:

● The entity failed to obtain its

desired classified election solely

because Form 8832 was not timely

filed,

● The due date for the entity’s

desired classification tax return

(excluding extension) for the tax year

beginning with the entity’s formation

date has not passed, and

● The entity has reasonable cause

for its failure to make a timely

election.

To obtain relief, a newly formed

entity must file Form 8832 on or

before the due date of the first

Federal tax return (excluding

extensions) of the entity’s desired

classification. The entity must also

If a disregarded entity’s

classification changes so that it is

recognized as a partnership or

association for Federal tax

purposes, and that entity had an

EIN, then the entity must use that

EIN and not the identifying number

of the single owner. 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.

Partnership. A partnership is a

business entity that has at least two

members and is not a corporation

as defined on page 2.

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.

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 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.

write “FILED PURSUANT TO REV.

PROC. 2002-59” at the top of the

form. The entity must attach a

statement to the form explaining

why it failed to file a timely election.

If Rev. Proc. 2002-59 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. 2002-1, 2002-1 I.R.B. 1 (or its

successor).
Form 8832 (Rev. 9-2002) Page 4

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.

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., 49 min.

Learning about the

law or the form 2 hr., 7 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.

Preparing and sending

the form to the IRS 23 min.

Check box 1b if the entity is

changing its current classification.

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 4. Generally, the election will

take effect on the date you enter on

line 4 of this form or on the date

filed if no date is entered on line 4.

However, 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 4 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 4 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.

Line 3. If an eligible entity has

checked box 2c or box 2f and is

electing to be disregarded as an

entity separate from its owner, it

must enter the name of its owner on

line 3a and the owner’s identifying

number (social security number, or

individual taxpayer identification

number, or EIN) on line 3b. If the

owner is a foreign person or entity

and does not have a U.S. identifying

number, enter “none” on line 3b. If

the entity making the election is

foreign, enter the name of the

country in which it was formed on

line 3c.

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. 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 the entity already has

an EIN.

A foreign person that makes an

election under Regulations section

301.7701-3(c) 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.

Address. Enter the address of the

entity electing a classification.

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.

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.
Form 8832 (Rev. 9-2002) Page 5

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

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

Cyprus—Public Limited Company

Czech Republic—Akciova

Spolecnost

Denmark—Aktieselskab

Ecuador—Sociedad Anonima or

Compania Anonima

Egypt—Sharikat Al-Mossahamah

El Salvador—Sociedad Anonima

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

See Regulations section

301.7701-2(b)(8) for any

exceptions and inclusions

to items on this list and

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

Liberia—Corporation

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

Saudi Arabia—Sharikat

Al-Mossahamah

Singapore—Public Limited

Company

Slovak Republic—Akciova

Spolocnost

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

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

for any revisions made to this list

since these instructions were

printed.