Form 8832: How an LLC Elects to Be Taxed as a C Corp

Form 8832 is short, but it carries a decision the IRS will hold you to for five years. The current revision is dated December 2013, with a mailing address update at the front of the PDF (About Form 8832; Form 8832 PDF). This guide covers who can file it, the default rules, each line, the effective date window, the 60-month lock, late relief, filing, and what a change in classification means for tax. Whether C corporation treatment is the right target is worked through in LLC vs S corp vs C corp.

Who can file Form 8832: eligible entities

“Eligible entities include limited liability companies (LLCs) and partnerships. Generally, corporations are not eligible entities” (Form 8832 instructions). A business formed under a state corporation statute is a corporation by definition (Treas. Reg. 301.7701-2(b)(1)), so it has nothing to elect here. Two exceptions count as eligible: an entity that became a corporation by filing an earlier Form 8832, and a foreign entity that became one under the foreign default rule. The instructions also name who must not file: an entity exempt under section 501(a), a REIT, or an entity electing to be an S corporation.

The default classification if you never file

“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” (Form 8832 instructions; Treas. Reg. 301.7701-3(b)(1)). The default moves with the membership: a partnership becomes disregarded when it drops to one member and a disregarded entity becomes a partnership when it gains a second, while an entity classified as a corporation is unaffected by a change in its member count. The IRS is direct about new entities: “A new eligible entity should not file Form 8832 if it will be using its default classification.”

The form, line by line

Line 6 is the decision: a one-owner LLC chooses between a corporation (box a) and a disregarded entity (box c); an LLC with two or more owners chooses between a corporation (box a) and a partnership (box b). One signature catch: if the election is effective for a period before it is filed, every owner during that period who has since left must also sign (Treas. Reg. 301.7701-3(c)(2)(ii)).

The effective date: 75 days back, 12 months forward

The election takes effect on the date on line 8, or on the filing date if the line is blank. It “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” (Form 8832 instructions; Treas. Reg. 301.7701-3(c)(1)(iii)). A date outside the window is not rejected; it is moved to the edge of the window. For an LLC that wants corporate treatment from January 1, 75 days later is March 17, so a form filed after that date gets a later effective date and a split year.

The 60-month limit on changing again

“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” (Form 8832 instructions; Treas. Reg. 301.7701-3(c)(1)(iv)). An initial election by a newly formed entity effective on its formation date is not a change, so it does not start the clock. The IRS may also permit an earlier change by private letter ruling if more than 50% of the ownership interests are held by persons who owned nothing on the effective date or filing date of the prior election. Lines 2a and 2b screen for this before you reach the classification choice.

Late election relief under Rev. Proc. 2009-41

Part II of the form requests relief under Rev. Proc. 2009-41 when four conditions hold (Form 8832 instructions; Rev. Proc. 2009-41, section 4.01): the entity missed its requested classification solely because Form 8832 was not filed on time; it either has not yet filed a return for the first year the election was meant to cover because that return is not yet due, or it has filed every return consistently with the requested classification (on time, or within 6 months of the due date without extensions) with no inconsistent returns; it has reasonable cause for the failure; and 3 years and 75 days from the requested effective date have not passed. Line 11 carries the explanation, signed by an authorized representative and each affected person. Outside those conditions the only route is a private letter ruling with a user fee.

Where to file, and what comes back

Form 8832 is mailed to one of two service centers, chosen by the entity's state. The address update at the front of the form and the IRS where-to-file page send 22 eastern states and the District of Columbia (Connecticut, Delaware, Georgia, Illinois, Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Vermont, Virginia, West Virginia and Wisconsin) to Kansas City, MO 64999, every other state to Ogden, UT 84201, and foreign entities to Ogden, UT 84201-0023 (IRS where-to-file page for Form 8832). A copy also goes with the entity's federal return for the election year, or with each owner's return if the entity files none; a missing copy does not void the election, but the instructions warn of penalties for inconsistent returns.

The service center notifies the entity whether the election is accepted, generally within 60 days. If nothing arrives in 60 days, the instructions say to call 1-800-829-0115 or write to the service center, and they accept a timely postmarked certified or registered mail receipt, a copy of the form with an IRS stamp, or an IRS acceptance letter as proof of filing. The entity keeps its EIN; a disregarded entity that never had its own number must get one rather than keep using the owner's (Form 8832 instructions; IRS EIN page). From the effective date, an entity that elected corporate status files Form 1120 (Form 1120 instructions) and pays the 21% corporate rate on its taxable income (IRC 11(b)); the comparison with S status is in S corp vs C corp.

Why an LLC electing S status files Form 2553 instead

The instructions say not to file Form 8832 for an entity “electing to be classified as an S corporation,” because an eligible entity that timely files Form 2553 and qualifies “is deemed to have made an election under Regulations section 301.7701-3(c)(v) to be classified as an association taxable as a corporation.” The Form 2553 instructions and Publication 3402 say the same from the other side (Instructions for Form 2553). How the S route works for an LLC is covered in can an LLC be taxed as an S corp and Form 2553.

What a change in classification means for tax (Treas. Reg. 301.7701-3(g))

An election is a deemed transaction, not a paperwork change, and the regulation spells out four of them (Treas. Reg. 301.7701-3(g)(1), summarized in the form's “Effect of Election”):

• Into corporate status. A partnership contributes its assets and liabilities to the corporation for stock and liquidates by distributing that stock to the partners; a disregarded entity's owner contributes the assets and liabilities for stock.
• Out of corporate status. The corporation distributes all of its assets and liabilities to its shareholders in liquidation; with two or more owners they then contribute them to a new partnership.

The tax result of each is “determined under all relevant provisions of the Internal Revenue Code and general principles of tax law, including the step transaction doctrine” (Treas. Reg. 301.7701-3(g)(2)). The two liquidations are the expensive direction: a liquidating corporation recognizes gain or loss as if it sold its property at fair market value (IRC 336(a)), and the shareholders treat what they receive as payment in exchange for their stock (IRC 331(a)). That is the reason to treat the election into corporate status as a five-year commitment rather than a trial.

Sources: IRS, Form 8832, Entity Classification Election, with instructions (Rev. December 2013, with the mailing address update); IRS, About Form 8832 (reviewed March 30, 2026); IRS, Where to file your taxes for Form 8832; 26 CFR 301.7701-2, business entities; definitions; 26 CFR 301.7701-3, classification of certain business entities; IRS, Rev. Proc. 2009-41, late entity classification elections; IRS, Instructions for Form 2553 (Rev. December 2020); IRS, Publication 3402, Taxation of Limited Liability Companies; IRS, Instructions for Form 1120 (2025); IRS, When to get a new EIN; 26 U.S.C. 331, gain or loss to shareholders in corporate liquidations; 26 U.S.C. 336, gain or loss recognized on property distributed in complete liquidation; 26 U.S.C. 11, tax imposed on corporations. Figures and rules checked against these sources on September 26, 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.