internal_revenue_service p o box cincinnati oh release number release date department of the treasury employer_identification_number date date contact person - id number contact telephone number uil legend c number d number e number f number z name x dollars amount y dollars amount dear we have considered your request for advance approval of your grant-making program under sec_4945 g of the internal_revenue_code dated date our records indicate that you are recognized as exempt from federal_income_tax under sec_501 of the code and that you are classified as a private_foundation as defined in sec_509 your letter indicates that you will operate a grant-making program z for students attending an educational_institution described in sec_170 of the internal_revenue_code you will award d scholarships each year typically in the amount of x dollars however this may range from y dollars the awardees will be chosen by a selection committee which consists of your directors family members and relatives of the selection committee members and members of your board_of directors will not be eligible for scholarship grants the members of the selection committee and members of the foundation’s board_of directors will not be ina position to derive a private benefit directly or indirectly if certain potential grantees are selected over others you will not use an application form instead you will receive written nominations from rabbis priests prominent community leaders and educators regarding potential awardees after receiving a nomination you will request a phone conversation with the nominator to understand why he or she is recommending the individual you will request a free application_for federal student aid fafsa form from each potential awardee to assist in determining financial need the selection committee then meets to review each request considers the funds available and determines if a grant should be awarded during the review of the nomination the selection committee considers prior academic performance leadership and involvement in community activities financial need and the potential awardees’ commitment to their religious background first priority will be given to those who otherwise would not have the financial means to attend a private high school or university you vet potential awardees before making grants and carefully scrutinize potential awardees to assess the seriousness of their academic intentions with nominations coming from rabbis priests community leaders and teachers the nominators know the potential awardees well and understand you are relying on their recommendations your process considers each nomination on a stand-alone basis your awards are on a one-time basis but recipients may be renominated by a pastor rabbi community leader or other educational or religious leaders or individuals and may obtain a subsequent scholarship for an additional year given your longstanding existence you will rely primarily on word of mouth to generate sufficient inquiries each year nominations will spread to other parts of the country as z becomes better known the potential class of nominations includes thousands but you expect between e nominations but never more than f you do not require nominators to identify potential awardees by any particular date you receive most nominations and inquiries regarding your program during the spring and summer before the beginning of the school year however you will accept nominations on a rolling basis as they are received you only distributed funds as the beginning of an academic period semester or quarter even if that is when the nomination is received and approved you will not provide funds in the middle of an academic pertod ie you will issue awards directly to the qualified recipient’s educational_institution the award check will be accompanied by a letter specifying the purpose for which the award may be expended such as tuition books or room and board the letter will also require the institution to supply you the reports necessary to supervise the scholarship program you also expect informal post grant information from the nominators awardees or appreciative family members of the awardees awardees are asked to keep you informed of their status at their educational_institution if the awardee leaves the institution they are to notify you if you determine that any part of the scholarship grant has been used for improper purposes you will take all reasonable and appropriate steps to insure the restoration of diverted grant funds you will maintain case histories including the names addresses amount of the grant the purpose of the grant the manner of selection and follow-up information from the educational institutions and the awardees sec_4945 and b of the code impose certain excise_taxes on taxable_expenditures made by a private_foundation sec_4945 of the code provides that the term taxable_expenditure means any amount_paid or incurred by a private_foundation as a grant to an individual for travel study or other similar purposes by such individual unless such grant satisfies the requirements of subsection g sec_4945 of the code provides that sec_4945 shall not apply to individual grants awarded on an objective and nondiscriminatory basis pursuant to a procedure approved in advance if it is demonstrated that the grant constitutes a scholarship or fellowship_grant which is subject_to the provisions of sec_117 and is to be used for study at an educational_organization described in sec_170 the grant constitutes a prize or award which is subject_to the provisions of sec_74 if the recipient of such prize or award is selected from the general_public or the purpose of the grant is to achieve a specific objective produce a report or similar product or improve or enhance a literary artistic musical scientific teaching or other similar capacity skill or talent of the grantee sec_53_4945-4 of the regulations provides that to secure approval a private_foundation must demonstrate that i _ its grant procedure includes an objective and nondiscriminatory selection process ii such procedure is reasonably calculated to result in performance by grantees of the activities that the grants are intended to finance and iii the foundation plans to obtain reports to determine whether the grantees performed activities that the grants are intended to finance based on the information submitted and assuming your award programs will be conducted as proposed with a view to provide objectivity and nondiscrimination in making the awards we have determined that your procedures for granting the awards comply with the requirements contained in sec_4945 of the code and that awards granted in accordance with such procedures will not constitute taxable_expenditures within the meaning of sec_4945 in addition we have determined that awards made under your procedures are excludable from the gross_income of the recipients subject_to the limitations provided by sec_117 of the code this determination is conditioned on the understanding that there will be no material_change in the facts upon which it is based it is further conditioned on the premise that no grants will be awarded to foundation managers or members of the selection committee or for a purpose that is inconsistent with the purpose described in sec_170 of the code the approval of your award program procedures herein constitutes a one-time approval of your system standards and procedures designed to result in awards which meet the requirements of sec_4945 of the code this determination only covers the grant programs described above thus approval shall apply to subsequent award programs only as long as the standards and procedures under which they are conducted do not differ materially from those described in your request any funds you distribute to individuals must be made on a true charitable basis in furtherance of the purposes for which you are organized therefore you should maintain adequate_records and case histories so that any or all award distributions can be substantiated upon request by the internal_revenue_service this determination is directed only to the organization that requested it sec_6110 of the code provides that it may not be used or cited as a precedent you must report any future changes in your grant making procedures please keep a copy of this letter in your permanent records if you have any questions please contact the person whose name and telephone number are shown above sincerely yours holly o paz director exempt_organizations rulings and agreements


internal_revenue_service number info release date cc psi 1-genin-122118-03 april uilc dear we are responding to a letter submitted on your behalf by requesting relief in order to establish corporate entity classification as of date the information submitted that an election form_8832 was mailed within the day period however there is no proof of timely filing although we are unable to respond to the request as submitted this letter provides information about rectifying your situation automatic relief for a late entity election is unavailable in your situation because your subsequent follow-up election was submitted past the extended filing period provided by revproc_2002_59 automatic relief for the taxable_period closed on date generally to seek relief for a late entity classification election you must submit a request for a private_letter_ruling from the national_office the information forwarded to our office is insufficient for us to process a private_letter_ruling request the procedures for requesting a private_letter_ruling are set forth in revproc_2003_1 copy enclosed in addition taxpayers must submit a user_fee along with their ruling_request the standard user_fee for a private_letter_ruling is dollar_figure however taxpayers with gross_income of less than dollar_figure million on their tax_return for the most recent 12-month taxable_year qualify for a reduced user_fee in the amount of dollar_figure if you qualify for the reduced fee you must include a statement certifying your gross_income for the last 12-month taxable_period if you decide to submit a formal request for a private_letter_ruling please follow the sample format provided in appendix b of revproc_2003_1 your request should include all required procedural statements a check for the user_fee and any documents that substantiate your intent to be classified as a corporation please refer your request to our office by adding the following to the address attn cc pa t p o box ben franklin station washington dc direct to cc psi room please keep this letter with your tax records and feel free to provide a copy of it to your authorized representative we hope that the above information proves helpful sincerely yours s dianna k miosi dianna k miosi chief branch associate chief_counsel passthroughs and special industries enclosures revproc_2003_1


internal_revenue_service number release date index number ----------------- -------------------------------------------- ----------------------------------------------- ------------ department of the treasury washington dc third party communication none date of communication not applicable_person to contact ------------------------ id no ------------- telephone number --------------------- refer reply to cc psi b01 plr-140078-05 date date ----------------------------- --------------------- legend x --------------------------------------------------- y ---------------------------------------------------- country date date dear ------------- ------------------------ ------------------------ ------------ this is in response to a letter dated date requesting an extension of time under sec_301_9100-3 of the procedure and administration regulations to file an election to treat y as an entity disregarded as separate from its owner for federal tax purposes under sec_301_7701-3 facts according to the information submitted and representations made within the request x is the ultimate owner of an affiliated_group of entities among this affiliated_group is y which is an entity that was formed under the laws of country on date x acquired y x timely made a sec_338 election relating to its acquisition of y due to inadvertence a form_8832 entity classification election to treat y as an entity disregarded as separate from its owner effective date was not filed plr-140078-05 law and analysis sec_301_7701-3 provides guidance on the classification of a foreign eligible_entity for federal tax purposes generally unless the entity makes an election to be treated otherwise a foreign eligible_entity is treated as an association_taxable_as_a_corporation if all members have limited_liability if a foreign eligible_entity has only one owner it may elect to be treated as a disregarded_entity pursuant to the rules in sec_301_7701-3 if a foreign eligible_entity has more than one owner it may elect to be treated as a partnership pursuant to the rules in sec_301_7701-3 sec_301_7701-3 further provides that an entity classification election must be filed on form_8832 entity classification election and can be effective up to days prior to the date the form is filed or up to months after the date on which the form is filed sec_301_7701-3 provides that an election made under sec_301_7701-3 will be effective on the date specified by the entity on form_8832 or on the date filed if no date is specified on the election form the effective date specified on form_8832 cannot be more than days prior to the date on which the election is filed and cannot be more than months after the date on which the election is filed if a purchasing_corporation makes an election under sec_338 regarding an acquired subsidiary an election under sec_301_7701-3 for the acquired subsidiary can be effective no earlier than the day after the acquisition_date within the meaning of sec_338 under sec_301_9100-1 the commissioner may grant a reasonable extension of time to make a regulatory election or a statutory election but no more than six months except in the case of a taxpayer who is abroad under all subtitles of the code except subtitles e g h and i sec_301_9100-1 defines the term regulatory election as including an election with a deadline prescribed by a regulation published in the federal_register sec_301_9100-1 through provide the standards the commissioner will use to determine whether to grant an extension of time to make an election sec_301_9100-2 provides automatic extensions of time for making certain elections sec_301_9100-3 provides extensions of time for making elections that do not meet the requirements of sec_301_9100-2 requests for relief under sec_301_9100-3 will be granted when the taxpayer provides evidence to establish that the taxpayer acted reasonably and in good_faith and that granting relief will not prejudice the interests of the government sec_301_9100-3 plr-140078-05 conclusion based solely upon the information submitted we conclude that the requirements of sec_301_9100-1 and sec_301_9100-3 have been satisfied as a result an extension of days from the date of this letter is granted to elect to treat y as disregarded as an entity separate from its owner for federal tax purposes effective date the entity classification election should be made by filing form_8832 with the appropriate service_center a copy of this letter should be attached to the form_8832 a copy is enclosed for that purpose concerning the tax consequences of any aspect of any transaction or item discussed or referenced in this letter except as expressly provided herein no opinion is expressed or implied this ruling is directed only to the taxpayer s requesting it sec_6110 of the internal_revenue_code provides that it may not be used or cited as precedent in accordance with the power_of_attorney on file with this office a copy of this sincerely letter will be sent to your authorized representative enclosures copy of this letter copy for sec_6110 purposes william p o’shea associate chief_counsel passthroughs and special industries


internal_revenue_service department of the treasury 1362-dollar_figure number release date index number washington dc person to contact telephone number refer reply to cc psi b01- plr-124694-03 date june legend x date state dear this letter responds to your letter submitted on behalf of x dated date requesting relief under sec_1362 of the internal_revenue_code facts x was incorporated under state law on date the shareholders of x intended that x elect to be treated as an s_corporation effective date however the election to be treated as an s_corporation was not timely filed law and analysis sec_1362 of the code provides that a small_business_corporation can elect to be treated as an s_corporation sec_1362 of the code provides guidance on when the s election becomes effective if an s election is made within the first two and one-half months of a corporation’s taxable_year then that corporation will be treated as an s_corporation for the year in which the election was made if the corporation makes an election after the first two and one-half months of a corporation’s taxable_year then the corporation will plr-124694-03 generally not be treated as an s_corporation until the following taxable_year sec_1362 of the code provides that if no election is made pursuant to sec_1362 or if the election is made after the date prescribed for making such an election and the secretary determined reasonable_cause existed for the failure to timely make the election then the secretary can treat such an election as being timely made for that taxable_year and effective as of the first day of that taxable_year x did not file a timely election to be treated as a s_corporation under sec_1362 x has however established reasonable_cause for not making a timely s election therefore x is entitled to relief under sec_1362 conclusion based solely on the facts submitted and representations made and provided that x otherwise qualifies as a subchapter_s_corporation we conclude that x will be recognized as an s_corporation effective date an original form_2553 along with a copy of this letter much be forwarded to the relevant service_center within sixty days from the date of this letter except as expressly provided herein no opinion is expressed or implied concerning the tax consequences of any aspect of any transaction or item discussed or referenced in this letter this ruling is directed only to the taxpayer s requesting it sec_6110 of the code provides that it may not be used or cited as precedent in accordance with the power_of_attorney on file with this office a copy of this letter is being sent to the taxpayer_representative sincerely dianna k miosi branch chief branch office of the associate chief_counsel passthroughs and special industries enclosures copy of this letter copy for sec_6110 purposes cc


internal_revenue_service number release date index number -------------------------------- ------------------------------------- --------------------------------------- ------------------------------------- department of the treasury washington dc third party communication none date of communication not applicable_person to contact ----------------- id no ------------------ telephone number ---------------------- refer reply to cc ita b03 plr-116679-16 date date ty ------- legend taxpayer --------------------------------------------------------------- target ------------------------------------------------------------------- date ------------------ date ----------------------- date ------------------------ date -------------------------- date ---------------------------- date ------------------------ taxable_year ------- dollar_figurex ---------------- adviser --------------------------------- tax preparer ---------------- tax professional ------------------------------------------- plr-116679-16 dear -------------------- this responds to a letter_ruling request dated date submitted on behalf of taxpayer taxpayer requests an extension of time under sec_301_9100-1 and sec_301 of the procedure and administration regulations to make a late election concerning the treatment of success-based fees in accordance with revproc_2011_29 2011_1_cb_746 which requires that a statement be attached to taxpayer's original federal_income_tax return for taxable_year facts on date taxpayer entered into a stock purchase agreement pursuant to which effective as of the closing on date it acquired of the issued and outstanding_stock of target as part of the purchase of target taxpayer incurred dollar_figurex of success-based fees for services performed in the process of investigating or otherwise pursing the transaction taxpayer engaged adviser to advise on the structure negotiate the transaction provide advice on technical considerations perform valuation analysis advise on financial terms and considerations assist with coordinating due diligence and other financial matters with respect to the purchase taxpayer engaged tax preparer to prepare its consolidated_return for taxable_year taxpayer also engaged tax professional to perform an analysis of the success-based fees that were incurred and paid_by taxpayer in association with the transaction as well as to prepare any documentation to establish that portion of the success-based fees allocable to activities that did not facilitate the transaction on date tax preparer received from taxpayer a copy of taxpayer’s signed electronic statement to include with its return requesting the safe_harbor method_of_accounting under dollar_figure of revproc_2011_29 the election statement prepared by tax professional was provided to tax preparer among other documents for inclusion with taxpayer’s consolidated_return tax preparer inadvertently failed to include the election statement as is required by sec_4 of revproc_2011_29 with taxpayer’s consolidated_return when tax preparer filed the return electronically taxpayer’s consolidated_return was prepared consistent with having made a timely election dollar_figure of revproc_2011_29 taxpayer capitalized of the success-based fees and reported the remaining as an amount that did not facilitate the purchase of target soon after date during the review of taxpayer’s consolidated_return tax preparer discovered the omission of the election statement subsequent to discovering the oversight tax preparer immediately advised taxpayer that the election statement had not been attached to taxpayer’s filed consolidated_return on date taxpayer plr-116679-16 requested that tax preparer make a request pursuant to sec_301_9100-1 and sec_301_9100-3 law sec_263 of the internal_revenue_code provides generally that no deduction is allowed for any amount_paid out for new buildings or for permanent improvements or betterments made to increase the value of any property or estate or any amount expended in restoring property or in making good the exhaustion thereof for which an allowance is or has been made sec_1_263_a_-4 provides that no deduction is allowed for an amount_paid to acquire or create an intangible which under sec_1 a - c i and a -4 d i a includes an ownership_interest in a corporation or other entity see also sec_1_263_a_-4 in the case of an acquisition or reorganization of a business_entity costs that are incurred in the process of acquisition and that produce significant long-term benefits must be capitalized see 503_us_79 397_us_572 under sec_1_263_a_-5 a taxpayer must capitalize an amount_paid to facilitate the business acquisition or reorganization transactions described in sec_1_263_a_-5 in general an amount is paid to facilitate a transaction described in sec_1_263_a_-5 if the amount is paid in the process of investigating or otherwise pursuing the transaction whether an amount is paid in the process of investigating or otherwise pursuing the transaction is determined based on all of the facts and circumstances sec_1_263_a_-5 sec_1_263_a_-5 provides that an amount that is contingent on the successful closing of a transaction described in sec_1_263_a_-5 ie a success-based_fee is an amount_paid to facilitate the transaction except to the extent the taxpayer maintains sufficient documentation to establish that a portion of the fee is allocable to activities that do not facilitate the transaction this documentation must be completed on or before the due_date of the taxpayer's timely filed original federal_income_tax return including extensions for the taxable_year during which the transaction closes section dollar_figure of revproc_2011_29 provides a safe_harbor election for taxpayers that pay or incur success-based fees for services performed in the process of investigating or otherwise pursuing a covered transaction described in sec_1_263_a_-5 in lieu of maintaining the documentation required by sec_1_263_a_-5 a taxpayer may elect to allocate a success-based_fee between activities that facilitate the transaction and activities that do not facilitate the transaction by treating percent of the amount of the success-based_fee as an amount that does not facilitate the transaction and by capitalizing the remaining percent as an amount that does facilitate the transaction in addition the taxpayer must attach a statement to its original federal_income_tax return for the taxable_year the success-based_fee is paid_or_incurred stating that the taxpayer plr-116679-16 is electing the safe_harbor identifying the transaction and stating the success-based_fee amounts that are deducted and capitalized sec_301_9100-1 provides that the commissioner has discretion to grant a reasonable extension of time under the rules set forth in sec_301_9100-2 and sec_301_9100-3 to make certain regulatory elections sec_301_9100-1 defines a regulatory election as an election whose due_date is prescribed by a regulation published in the federal_register or a revenue_ruling revenue_procedure notice or announcement published in the internal_revenue_bulletin sec_301_9100-1 through provide the standards the commissioner will use to determine whether to grant an extension of time to make an election sec_301_9100-2 provides automatic extensions of time for making certain elections sec_301_9100-3 provides extensions of time for making elections that do not meet the requirements of sec_301_9100-2 sec_301_9100-3 provides that requests for extensions of time for regulatory elections other than automatic changes covered under sec_301_9100-2 will be granted when the taxpayer provides evidence including affidavits described in the regulations to establish to the satisfaction of the commissioner that the taxpayer acted reasonably and in good_faith and that granting relief will not prejudice the interests of the government sec_301_9100-3 provides that a taxpayer will be deemed to have acted reasonably and in good_faith if the taxpayer - i requests relief before the failure to make the regulatory election is discovered by the service ii inadvertently failed to make the election because of intervening events beyond the taxpayer's control iii failed to make the election because after exercising due diligence the taxpayer was unaware of the necessity for the election iv reasonably relied on the written advice of the service or v reasonably relied on a qualified_tax professional and the tax professional failed to make or advise the taxpayer to make the election sec_301_9100-3 provides that a taxpayer will not be considered to have acted reasonably and in good_faith if the taxpayer - i seeks to alter a return position for which an accuracy-related_penalty could be plr-116679-16 imposed under sec_6662 at the time the taxpayer requests relief and the new position requires a regulatory election for which relief is requested ii was informed in all material respects of the required election and related tax consequences but chose not to file the election or iii uses hindsight in requesting relief if specific facts have changed since the original deadline that make the election advantageous to a taxpayer the service will not ordinarily grant relief sec_301_9100-3 provides that the commissioner will grant a reasonable extension of time only when the interests of the government will not be prejudiced by the granting of relief the interests of the government are prejudiced if granting relief would result in a taxpayer having a lower tax_liability in the aggregate for all taxable years affected by the election than the taxpayer would have had if the election had been timely made the interests of the government are ordinarily prejudiced if the taxable_year in which the regulatory election should have been made or any taxable years that would have been affected by the election had it been timely made are closed by the period of limitations on assessment under sec_6501 before the taxpayer's receipt of a ruling granting relief under this section analysis taxpayer's election is a regulatory election as defined under sec_301_9100-1 because the due_date of the election is prescribed in revproc_2011_29 the commissioner has the authority under sec_301_9100-1 and sec_301_9100-3 to grant an extension of time to file a late regulatory election the information and representations made by taxpayer establish that taxpayer acted reasonably and in good_faith taxpayer reasonably relied on tax_return_preparer a qualified_tax professional to prepare its federal_income_tax return for taxable_year taxpayer is not seeking to alter a return position for which an accuracy related penalty has been or could be imposed under sec_6662 of the code at the time relief is requested taxpayer did not affirmatively choose not to make the election after having been informed in all material respects of the required election and related tax consequences rather taxpayer intended to take advantage of the safe_harbor provisions in revproc_2011_29 and filed its return for taxable_year reflecting those provisions but failed to include the required election statement taxpayer is not using hindsight in requesting relief further based on the facts of the case provided granting an extension will not prejudice the interests of the government taxpayer will not have a lower tax_liability in the aggregate for all taxable years affected by the election if given permission to make the election at this time than taxpayer would have had if the election had been timely plr-116679-16 made in addition the taxable_year in which the regulatory election should have been made and any taxable years that would have been affected by the election had it been timely made will not be closed by the period of limitations on assessment under sec_6501 before taxpayer's receipt of the ruling granting an extension of time to make a late election ruling based upon our analysis of the facts as represented we conclude that taxpayer acted reasonably and in good_faith and granting relief will not prejudice the interests of the government accordingly the requirements of sec_301_9100-1 and sec_301_9100-3 have been met taxpayer is granted an extension of days from the date of this ruling to file the statement required by sec_4 of revproc_2011_29 stating that it is electing the safe_harbor for success-based fees identifying the transaction and stating the success-based_fee amounts that are deducted and capitalized the rulings contained in this letter are based upon information and representations submitted by taxpayer and accompanied by a penalty of perjury statement executed by appropriate parties while this office has not verified any of the material submitted in support of the request for rulings it is subject_to verification on examination except as expressly provided herein no opinion is expressed or implied concerning the tax consequences of any aspect of any transaction or item discussed or referenced in this letter including whether taxpayer properly included the correct costs as its success-based fees subject_to the election or whether taxpayer's transaction was within the scope of revproc_2011_29 this ruling is directed only to the taxpayer requesting it sec_6110 of the code provides that it may not be used or cited as precedent a copy of this ruling should be attached to taxpayer's federal_income_tax returns for the tax years affected alternatively taxpayers filing returns electronically may satisfy this requirement by attaching a statement to their return that provides the date and control number of this ruling plr-116679-16 in accordance with the power_of_attorney on file with this office a copy of this letter is being sent to your authorized representatives we are also sending a copy of this letter to the appropriate operating division director enclosed is a copy of the letter_ruling showing the deletions proposed to be made in the letter when it is disclosed under sec_6110 of the code sincerely christopher f kane branch chief branch income_tax accounting