Conversion Path
File a Late Form 2553 S Election
Missed the Form 2553 deadline? Rev Proc 2013-30 provides automatic relief without a private letter ruling. The window: file within 3 years and 75 days of the intended effective date, attach reasonable-cause explanation, and confirm shareholders reported income consistent with S corp treatment for the missing years.
Updated May 2026. Not tax advice.
The relief window
3 years and 75 days from the intended effective date.
For a missed 1 January 2024 election, you have until approximately 17 March 2027 to file under Rev Proc 2013-30 without a private letter ruling.
The four Rev Proc 2013-30 requirements
Automatic late election relief is available if all four conditions are met:
- Eligible entity. The entity met the S corp eligibility requirements (IRC Section 1361) as of the intended effective date and continuously through filing.
- Intent. The entity intended to be classified as an S corp from the intended effective date. Evidence may include shareholder agreements, accounting records showing pass-through treatment, K-1s issued to shareholders, etc.
- Consistent reporting. All shareholders reported their income consistent with S corp status (i.e., reported K-1 income on their personal returns) for all open tax years. If returns were filed as C corp returns, this requirement fails and a private letter ruling is required.
- Reasonable cause. The failure to timely file Form 2553 was due to reasonable cause, with diligent action taken to correct upon discovery.
Source: Rev Proc 2013-30
The reasonable cause statement
The reasonable cause statement is the heart of the application. Acceptable explanations from IRS rulings and Rev Proc 2013-30 commentary include:
- Entity was unaware of the requirement to file Form 2553 (common for new entrepreneurs)
- Tax preparer failed to file the election despite engagement
- The form was prepared and mailed but lost in the mail (with documentation)
- Illness or other personal circumstance prevented timely filing
- Reasonable belief that the entity was already classified as an S corp (especially common for LLCs)
Unacceptable explanations: deliberate decision not to file, retroactive desire to change tax treatment with hindsight benefit, failure of internal record-keeping with no extenuating circumstances.
How to file the late election
Step 1
Prepare Form 2553
Complete Form 2553 as you would for a timely election. Use the intended (past) effective date as the requested effective date, not the current date.
Step 2
Add Rev Proc 2013-30 statement
Write at the top of Form 2553: "FILED PURSUANT TO REV. PROC. 2013-30". Attach a statement explaining the reasonable cause, confirming the four requirements are met, and signed by an officer or member-manager.
Step 3
Shareholder consents and statements
All shareholders sign the consent on Form 2553 plus an attached statement confirming they reported their income consistent with S corp treatment for all years from the intended effective date.
Step 4
File with the IRS service center
File with the same service center that would handle Form 1120-S for the entity. May be filed with the late Form 1120-S if the entity has not yet filed for the year of intended effective date. Allow 60-90 days for acknowledgment.
If shareholders did NOT report consistent income
If the entity filed Form 1120 (C corp) for the missed years, or if shareholders did not report K-1 income on their personal returns, Rev Proc 2013-30 relief is not available. Options:
- Amend the entity returns to Form 1120-S and shareholder personal returns to reflect K-1 income, then file under Rev Proc 2013-30
- Request a private letter ruling (PLR) from the IRS at significant cost ($30,000-$50,000 user fee plus legal cost), with no guarantee of favorable outcome
- Make the S election effective from a current or future date instead
Outside the 3-year 75-day window
For effective dates more than 3 years and 75 days in the past, Rev Proc 2013-30 does not apply. A private letter ruling is the only path to retroactive S election. PLRs are expensive, slow (6-18 months), and granted at IRS discretion. Most CPAs advise clients in this situation to make the S election prospective rather than pursue a PLR.
Sources
Educational only. Late election filings are detail-sensitive. Engage a CPA familiar with Rev Proc 2013-30 before filing.