Having fewer than 100 partners does not by itself establish eligibility to elect out of the centralized partnership audit regime. Partner types and the counting rules matter. A disregarded entity partner generally prevents the election under the applicable eligibility rules, even when its owner would otherwise be an eligible individual.

A specific business-owner situation

A ten-owner partnership admits one owner through a single-member disregarded LLC. The preparer cannot assume the small headcount preserves the annual opt-out election.

Illustrative example, not a client result.

What to establish before filing

  1. Identify every direct partner's tax classification.
  2. Apply eligible-partner and counting rules.
  3. Review the annual election and notification requirements.

Which fact changes the answer?

A direct individual partner differs from a disregarded entity holding the interest. Some S-corporation shareholders also affect the partner count, so headcount alone is insufficient.

A mistake to avoid

Do not look through a disregarded LLC solely to substitute its individual owner for the eligibility test.

Records that support the decision

  • Partner ownership and classification records.
  • Filed Schedule B-2.
  • Partner notification evidence.

The decision to document

Assess eligibility before filing the election and review proposed ownership changes with the partnership preparer.

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Sources and editorial context

General educational information prepared with AI assistance. No individual professional review is claimed. Apply the relevant tax-year rules to the actual records. Editorial policy · AI disclosure.

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