Business structure
Form 2553 and the S corp election: who qualifies, the deadline and late election relief
How to elect S corporation status on IRS Form 2553: the eligibility tests, the 2 months and 15 days deadline worked out with dates, where to mail or fax it by state, and late election relief under Rev. Proc. 2013-30.
Prepared by Aldro Accounting · Updated · Sources checked
The quick answer
A corporation or an entity eligible to be treated as a corporation, such as an LLC, elects S corporation status by filing IRS Form 2553, Election by a Small Business Corporation. The IRS instructions say to file it no more than 2 months and 15 days after the beginning of the tax year the election is to take effect, or at any time during the tax year before it, which is March 15 for an existing calendar-year corporation. A late election can get relief under Rev. Proc. 2013-30 if Form 2553 is filed within 3 years and 75 days of the intended effective date and the other conditions are met.
What Form 2553 does
Form 2553 is how a corporation, or another entity eligible to be treated as a corporation, makes the election under section 1362(a) of the Internal Revenue Code to be an S corporation.
The income of an S corporation generally is taxed to its shareholders rather than to the corporation itself. The IRS notes that an S corporation may still owe tax on certain income.
An LLC doesn't need a separate form to be treated as a corporation first. The IRS instructions say an entity eligible to elect to be treated as a corporation that meets the tests is treated as a corporation as of the effective date of the S election and doesn't need to file Form 8832, Entity Classification Election.
The current Instructions for Form 2553 are the December 2020 revision, for use with the December 2017 revision of the form.
Who may elect S corporation status
The IRS says a corporation or eligible entity may elect only if it meets all of these tests.
- It is a domestic corporation, or a domestic entity eligible to elect to be treated as a corporation
- It has no more than 100 shareholders. An individual and his or her spouse (and their estates) can be treated as one shareholder for this test
- Its only shareholders are individuals, estates, exempt organizations described in section 401(a) or 501(c)(3), or certain trusts
- It has no nonresident alien shareholders, other than as potential current beneficiaries of an electing small business trust (ESBT)
- It has only one class of stock, disregarding differences in voting rights. Generally that means all outstanding shares confer identical rights to distribution and liquidation proceeds
- It isn't an ineligible corporation, such as a bank or thrift institution that uses the reserve method of accounting for bad debts under section 585, an insurance company taxed under subchapter L, or a domestic international sales corporation (DISC) or former DISC
- It has or will adopt a permitted tax year: a year ending December 31, a natural business year, an ownership tax year, a year elected under section 444, a 52-53-week year tied to one of these, or another year for which it establishes a business purpose
The Form 2553 deadline: 2 months and 15 days
Form 2553 must be filed no more than 2 months and 15 days after the beginning of the tax year the election is to take effect, or at any time during the tax year before it.
The 2-month period begins on the day of the month the tax year begins and ends with the close of the day before the numerically corresponding day of the second calendar month after that. If there is no corresponding day, it ends at the close of the last day of the month. The 15 days are then added.
Scroll sideways to see all columns.
| Situation | Tax year begins | 2-month period ends | Last day to file |
|---|---|---|---|
| New calendar-year corporation, first tax year | January 7 | March 6 | March 21 |
| Existing calendar-year C corporation, electing for its next year | January 1 | February 28 (29 in leap years) | March 15, or any time during the prior year |
| New corporation with a first tax year under 2½ months | November 8 | January 7 | January 22 |
For a new corporation or LLC electing for its first tax year, the effective date on line E is the earliest of the date it first had shareholders or owners, the date it first had assets, or the date it began doing business. A business with no prior tax year can't make a valid election before its first tax year begins.
Signatures and shareholder consents
Form 2553 must be signed and dated by the president, vice president, treasurer, assistant treasurer, chief accounting officer or another corporate officer authorized to sign. If it isn't signed, it won't be considered timely filed.
Each shareholder consents by signing and dating in column K or on a separate consent statement attached to the form. For an election filed before the effective date, only shareholders who own stock on the day the election is made need to consent. For an election filed on or after the effective date, everyone who owned stock at any time from the effective date to the day of the election must consent, including former shareholders.
Special rules decide who signs. Both spouses consent if they have a community interest in the stock. Each tenant in common, joint tenant and tenant by the entirety consents. An LLC without stock enters each owner's percentage of ownership instead of a number of shares.
The corporation needs an EIN. If it has applied but not received one, the instructions say to enter "Applied For" and the date of the application.
The four parts of Form 2553
- Part I, Election Information: name, EIN, the effective date (item E), the selected tax year (item F), the officer's signature and each shareholder's consent in columns J through N
- Part II, Selection of Fiscal Tax Year: completed only if the corporation picks a fiscal year in item F. Checking box Q1 to request a tax year based on a business purpose carries a user fee of $6,200 (subject to change), which is not paid when filing
- Part III, Qualified Subchapter S Trust (QSST) election under section 1361(d)(2)
- Part IV, Late corporate classification election representations: attached when an entity's late classification election is meant to take effect on the same date as a late S election
Where to mail or fax Form 2553
The IRS says to send the original election, not a photocopy, or fax it to the service center for the state where the corporation's principal business, office or agency is located. If it is faxed, the original is kept with the corporation's permanent records. IRS-designated private delivery services can also be used. Certain late elections can instead be attached to Form 1120-S.
Late S corp election relief under Rev. Proc. 2013-30
Without relief, a late election generally takes effect for the tax year after the one beginning on the line E date. Relief may be available if the corporation can show reasonable cause. It explains the reasonable cause and its diligent actions to correct the mistake on line I of Form 2553 or on an attached statement.
Under the IRS instructions, a corporation qualifies when all of these are true:
- It intended to be an S corporation as of the line E date
- It failed to qualify as an S corporation on that date solely because Form 2553 wasn't filed by the due date
- It had reasonable cause and acted diligently once it discovered the mistake
- Form 2553 is filed within 3 years and 75 days of the line E date
- Every shareholder during the period from the line E date to the filing date states they reported their income on all affected returns consistent with the S election. Signing column K meets this
Past 3 years and 75 days, and how to mark a late election
A corporation that misses the 3 years and 75 days window can still ask for relief on Form 2553 if the corporation and all its shareholders reported income consistent with S status for the intended year and every year after, at least 6 months have passed since it filed its return for the first intended S year, and the IRS didn't notify the corporation or any shareholder of a problem with S status within 6 months of the date that first Form 1120-S was timely filed.
When the requirements aren't met, the corporation generally must request a private letter ruling and pay a user fee.
A late Form 2553 carries "FILED PURSUANT TO REV. PROC. 2013-30" in the top margin of its first page. If it is attached to Form 1120-S, the top margin of the first page of Form 1120-S says "INCLUDES LATE ELECTION(S) FILED PURSUANT TO REV. PROC. 2013-30". It can go with the current Form 1120-S if all earlier ones were filed, with the first Form 1120-S if filed together with the other delinquent returns, or on its own.
An LLC that also missed its entity classification election has a separate path in the instructions: it must be an eligible entity, have intended S status as of line E, file within 3 years and 75 days, and have failed to be a corporation solely because Form 8832 wasn't timely filed. The Part IV representations go with that filing.
After you file
The IRS service center sends a notice saying whether the election is accepted and when it takes effect, generally within 60 days. If box Q1 is checked, acceptance generally takes an additional 90 days and comes with a ruling letter on the tax year. With no notice within 2 months of filing, or 5 months if box Q1 is checked, the instructions say to call 1-800-829-4933.
Acceptable proof of filing includes a timely postmarked certified or registered mail receipt, or its equivalent from a designated private delivery service, a Form 2553 with an accepted stamp or a stamped IRS received date, or an IRS letter saying the form was accepted.
Form 1120-S isn't filed for any year before the election takes effect. A corporation that files Form 1120 keeps filing it until then. Once made, the election stays in effect until it is terminated or revoked. After that, IRS consent is generally needed to elect again before the 5th tax year after the first year the termination or revocation took effect.
Once the election is in place, the business files Form 1120-S each year. Aldro's flat yearly price covers everything tax, including Form 1120-S and its state returns, prepared and filed by our team.
Worked example
Say an LLC first gets assets and starts doing business on April 10, 2026, and wants to be an S corporation from day one. Line E is April 10, 2026. The 2-month period starts April 10 and ends at the close of the day before the numerically corresponding day of the second calendar month, which is June 9. Adding 15 days gives June 24, 2026, as the last day to file Form 2553 for that first year. Because the LLC had no prior tax year, a Form 2553 filed before April 10 wouldn't be valid. If the form went in late, say in October 2026, the election would generally take effect for the next tax year unless the LLC qualified for Rev. Proc. 2013-30 relief, which requires filing within 3 years and 75 days of April 10, 2026, plus reasonable cause and consistent shareholder reporting.
Common questions
What is the S corp election deadline?
Form 2553 is due no more than 2 months and 15 days after the beginning of the tax year the election is to take effect, or any time during the year before. For an existing calendar-year corporation electing for its next year, that is March 15.
How do I elect S corp status for an LLC?
An eligible LLC files Form 2553. It is treated as a corporation as of the election's effective date and doesn't need to file Form 8832 separately. An LLC lists each owner's percentage of ownership instead of shares.
What happens if I file a late S corp election?
A late election generally takes effect for the following tax year. Relief under Rev. Proc. 2013-30 may be available if the form is filed within 3 years and 75 days of the intended effective date, the only problem was the missed due date, there was reasonable cause, and all shareholders reported consistently with S status.
Where do I fax Form 2553?
To 855-887-7734 (Kansas City) for businesses in states such as New York, Illinois, Georgia and Pennsylvania, or 855-214-7520 (Ogden) for states such as California, Texas, Florida and Washington. Keep the original if you fax it.
How long does the IRS take to accept Form 2553?
Generally within 60 days. If box Q1 in Part II is checked, it generally takes an additional 90 days. With no notice after 2 months (5 months with box Q1), the IRS says to call 1-800-829-4933.
Do all shareholders have to sign Form 2553?
Each shareholder who must consent signs and dates column K or a separate consent statement. If the election is filed on or after its effective date, former shareholders who owned stock during that period must consent too. An officer must also sign, or the form isn't considered timely.
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Sources
- IRS: Instructions for Form 2553 · checked October 31, 2026
- IRS: Instructions for Form 2553 (PDF) · checked October 31, 2026
- IRS: About Form 2553 · checked October 31, 2026
This guide explains general rules from the sources listed. It isn’t tax advice for your situation.