Form 2553: How to Elect S Corp Status (and Fix a Late Election)

These Form 2553 instructions follow the current IRS versions: Form 2553 (Rev. December 2017), the Instructions for Form 2553 (Rev. December 2020) and the IRS page listing where to file Form 2553, last reviewed June 28, 2026. Below: who can file, the deadline, each part of the form, who signs, the mailing addresses and fax numbers, what the IRS sends back, and how to fix a late or unwanted election. Whether the election is worth making is a separate decision, covered in S corp vs LLC and S corp vs C corp.

Who can file Form 2553

A corporation, or another entity eligible to elect to be treated as a corporation, uses Form 2553 to make the election under section 1362(a) (Instructions for Form 2553, Purpose of Form). The election is accepted only if the entity meets every test under Who May Elect: it is domestic, has no more than 100 shareholders (family members can count as one), has only eligible shareholders and no nonresident aliens, has one class of stock and is not an ineligible corporation (IRC 1361(b)). The note printed on the form adds three conditions: all shareholders have signed the consent statement, an officer has signed, and the exact name, address and other required information are provided.

Form 2553 also has a tax year test. The corporation must adopt or keep 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 those, or another year for which it establishes a business purpose. Any fiscal year is requested in Part II.

Form 2553 deadline: 2 months and 15 days

File Form 2553 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 (IRC 1362(b)(1)). The instructions count the 2 months from the day of the month the tax year begins to the close of the day before the same-numbered day two calendar months later, then add 15 days. For a calendar-year company electing for 2026, the IRS listed March 16, 2026, because March 15 fell on a Sunday (Publication 509 (2026)). Both years' dates are on the business tax calendar.

Three timing rules catch people out:

• An election filed after the deadline is treated as made for the following tax year, unless late relief applies (IRC 1362(b)(3)).
• Even a timely election made within the first 2 months and 15 days rolls to the next year if the company failed the S tests on any earlier day of that year, or if anyone who held stock earlier in the year, before the election, did not consent (IRC 1362(b)(2)).
• Until the election takes effect, keep filing Form 1120 or whatever return applies. The instructions say not to file Form 1120-S for any year before the election year.

How to fill out Form 2553, part by part

A box Q1 business purpose request brings a separate IRS ruling letter approving or denying the fiscal year, and a user fee the IRS bills after it receives the form, so do not send the fee with Form 2553.

Shareholder consents and signatures

Every person who is a shareholder on the day the election is made must consent (IRC 1362(a)(2)). When the form is filed on or after the effective date on line E, the instructions also require consent from anyone who owned stock at any time between that date and the filing date, including former shareholders, who are listed in column J with -0- shares in column L. Some holdings have their own rules for who signs:

• Stock held as community property: both spouses.
• Tenants in common, joint tenants and tenants by the entirety: each one.
• A minor: the minor, the minor’s legal representative, or a natural or adoptive parent if no representative has been appointed.
• An estate: the executor or administrator.
• An electing small business trust: the trustee and, for a grantor trust, the deemed owner.
• A qualified subchapter S trust: the deemed owner.
• Any other trust: the person treated as the shareholder under section 1361(c)(2)(B).

Consents can be signed in column K or on a separate statement attached to the form that carries the entity's name, address and EIN and the column J to N information. Each consent is given under penalties of perjury, and the consent statement says it “is binding and may not be withdrawn after the corporation (entity) has made a valid election.” If an election was filed on time but a shareholder's consent was missing, the election is not invalid when the missing consents are filed within an extension the IRS grants and the corporation shows reasonable cause, a timely request and no risk to the government's interests (Treas. Reg. 1.1362-6(b)(3)(iii)).

Where to file Form 2553: mailing addresses and fax numbers

Mail the original election (not a photocopy) or fax it to the IRS center for the state where the corporation's principal business, office or agency is located. If you fax it, keep the original with the corporation's permanent records.

The instructions warn that this filing information can change and send readers to the IRS where-to-file page for the latest (IRS, Where to file your taxes for Form 2553); the About Form 2553 page notes that the address changed for filers in certain states effective June 18, 2019. IRS-designated private delivery services can carry the form, using the street addresses at IRS.gov/PDSStreetAddresses. If the IRS later questions whether the form was filed, the instructions accept a timely postmarked certified or registered mail receipt (or a designated delivery service's equivalent), a copy stamped accepted or received by the IRS, or an IRS letter stating the form was accepted.

Can you file Form 2553 online?

As of September 25, 2026, the IRS pages for Form 2553 (the About page, the instructions and the where-to-file page) describe two ways to send a stand-alone election: mail the original or fax it. None of them describes an online upload or e-file option for a stand-alone Form 2553, and the form itself says, “You can fax this form to the IRS.” Two related steps can be done online or electronically: the EIN for line A can be requested at IRS.gov/EIN, and in some late-election cases the instructions let Form 2553 be attached to Form 1120-S instead of being filed on its own.

LLCs: one form covers both elections

An LLC does not file Form 8832 first. The instructions say an eligible entity that meets the tests “will be treated as a corporation as of the effective date of the S corporation election and doesn't need to file Form 8832.” The regulations call this a deemed election to be classified as an association, and it stays in effect until the entity makes a valid election to be classified as something else (Treas. Reg. 301.7701-3(c)(1)(v)(C)). Three details differ for an LLC:

• Column L asks for each member's percentage of ownership and the dates acquired, since there are no shares.
• If a single-member LLC that is disregarded for tax owns part of the electing company, column J lists the LLC's owner, who must be an eligible shareholder.
• If both elections were missed, relief under Rev. Proc. 2013-30 covers the late classification election too, using the Part IV representations, but only within 3 years and 75 days of the intended date.

The same classification rule works in reverse: an LLC that later revokes its S election remains taxed as a corporation unless it also files Form 8832.

After you file: acceptance, CP261 and follow-up

The IRS service center tells the corporation whether the election is accepted and when it takes effect. The instructions say a determination should generally arrive within 60 days of filing. With box Q1 checked, the IRS first issues a ruling on the fiscal year, and acceptance generally takes about 90 days more. If nothing arrives within 2 months of the date the form was faxed or mailed, or 5 months with box Q1, call 1-800-829-4933.

The acceptance letter is notice CP261. The IRS page for it opens with “We've accepted your S Corporation election per Form 2553” and asks the corporation to keep the notice in its permanent records, file Form 1120-S with Schedules K-1 on time and file all employment tax returns (IRS, Understanding your CP261 notice). If the effective date on the notice is later than the one you asked for, the IRS explains that Form 2553 was not filed on time for that date, and points to late-election relief. Once in effect, the election covers every later year until it is revoked or terminated (IRC 1362(c)); it is not refiled each year.

Late Form 2553: relief under Rev. Proc. 2013-30

The Code lets the IRS treat a late election as timely when there was reasonable cause (IRC 1362(b)(5)). Rev. Proc. 2013-30 is the route that needs no private letter ruling. A corporation qualifies when all five of these are true:

1. It intended to be an S corporation as of the date entered on line E.
2. It failed to qualify on that date only because Form 2553 was not filed on time.
3. It had reasonable cause for the late filing and acted diligently to fix the mistake once it was discovered.
4. The form is filed within 3 years and 75 days of the line E date.
5. Everyone who was a shareholder between the line E date and the filing date states that they reported their income consistently with S status for that year and every later year. Signing the column K consent meets this requirement.

How to file a late election

Write “FILED PURSUANT TO REV. PROC. 2013-30” at the top of page 1 of Form 2553 and give the reasonable-cause explanation on line I or an attached statement. The statements must each carry a dated declaration under penalties of perjury (Rev. Proc. 2013-30, section 4.03(3)). The late form can go in three ways (section 4.03(2)):

• Attached to the current year's Form 1120-S, if every earlier Form 1120-S has been filed and the current return is filed within the 3 years and 75 days.
• Attached to the Form 1120-S for the year that includes the effective date, filed together with every other delinquent Form 1120-S within the same window.
• Filed on its own with the IRS service center within 3 years and 75 days of the effective date.

When it rides on a Form 1120-S, the top of that return must say “INCLUDES LATE ELECTION(S) FILED PURSUANT TO REV. PROC. 2013-30.” An extension of the Form 1120-S due date does not stretch the 3 years and 75 days. In the revenue procedure's own example, a late QSST election effective June 1, 2014 could ride on the 2016 Form 1120-S only if that return was filed before August 15, 2017, even though its extended due date was September 15, 2017.

More than 3 years and 75 days late

A corporation that is not also asking for late classification relief can still use the revenue procedure after the window closes if it and all of its shareholders reported consistently with S status for every year, at least 6 months have passed since it filed the return for its first intended S year, and the IRS did not notify it or any shareholder of a problem with its S status within 6 months after that first Form 1120-S was timely filed (Rev. Proc. 2013-30, section 5.04). Outside those conditions, relief generally takes a private letter ruling and a user fee, as the Form 2553 instructions explain.

Revoking or terminating an S election

Shareholders holding more than half of the issued and outstanding shares, voting and nonvoting, can revoke the election (IRC 1362(d)(1)(B); Treas. Reg. 1.1362-6(a)(3)). There is no IRS form for it. The IRS page on revoking a Subchapter S election says to send a statement of revocation to the service center where you file your annual return, and lists what it should include (IRS, Revoking a Subchapter S election):

• A statement that the corporation revokes the election made under section 1362(a).
• The name, address and taxpayer identification number of each consenting shareholder.
• The number of shares each one owns, the dates the stock was acquired and the date each shareholder’s tax year ends.
• The S corporation’s name and EIN, and the election being revoked.
• Signatures, under penalties of perjury, of shareholders who together own more than 50% of the issued and outstanding stock, voting or nonvoting.
• The effective date of the revocation, or the prospective date chosen.
• The signature of a person authorized to sign the return.

Timing follows IRC 1362(d)(1). To revoke as of the first day of the tax year, the revocation is due by the 15th day of the third month of that year; for any other date, the IRS must receive it by that date. The IRS gives two calendar-year examples: a revocation effective January 1 is due March 15, and one effective February 14 is due February 14.

An election can also end without any filing. It terminates on the day the corporation stops meeting the IRC 1361(b) tests, and it terminates at the start of the fourth year after three consecutive years in which passive investment income exceeded 25% of gross receipts while the corporation had earnings and profits from C corporation years (IRC 1362(d)(2), (3)). When the IRS finds a termination was inadvertent and the corporation and its shareholders take the corrective steps and adjustments it requires, the company can be treated as continuing as an S corporation (IRC 1362(f)). After any revocation or termination, a new election before the fifth tax year that begins after the first year the termination took effect needs IRS consent (IRC 1362(g); Form 1120-S instructions).

Sources: IRS, Form 2553 (Rev. December 2017); IRS, Instructions for Form 2553 (Rev. December 2020); IRS, About Form 2553 (reviewed March 30, 2026); IRS, Where to file your taxes for Form 2553 (reviewed June 28, 2026); IRS, Understanding your CP261 notice (reviewed July 21, 2026); IRS, Revoking a Subchapter S election (reviewed June 28, 2026); IRS, Rev. Proc. 2013-30 (late election relief); 26 U.S.C. 1361, S corporation defined; 26 U.S.C. 1362, election, revocation, termination; 26 CFR 1.1362-6, elections and consents; 26 CFR 301.7701-3, classification of certain business entities; IRS Publication 509 (2026), Tax Calendars; IRS, Instructions for Form 1120-S (2025). Figures, addresses and rules checked against these sources on September 25, 2026. This is general information, not tax advice for your situation. Tax services are provided by licensed tax professionals under a separate engagement agreement. BEG does not provide tax advice.