Conversion Path

Convert LLC to S Corp

An eligible LLC may elect S corp tax treatment by filing Form 2553 alone. Form 8832 is not required (despite older guidance), under IRS Notice 2003-43 and Rev Proc 2003-43 simplifications. The election effective date determines when the S corp tax treatment begins.

Updated May 2026. Not tax advice.

The short version

File Form 2553 with the IRS. Filing window: by March 15 for the current calendar year, or within 75 days of formation for a new entity.

Late elections may be saved under Rev Proc 2013-30 if filed within 3 years and 75 days of the desired effective date and shareholders reported income consistent with S corp treatment.

Eligibility check (do this first)

Before filing Form 2553, confirm the LLC qualifies as an S corp under IRC Section 1361:

Domestic LLC (US-formed)
100 or fewer members (each member is a shareholder once elected)
All members are US citizens, resident aliens, or eligible trusts/estates
One class of stock (operating agreement must not create economic preferences between member classes; voting differences are permitted)
Not an ineligible entity (insurance company, certain financial institutions, possessions corporation, current/former DISC)

A single non-resident-alien member disqualifies the entire LLC from S corp election. See S corp eligibility cliffs for full details.

Source: 26 U.S.C. Section 1361

Why Form 8832 is not required

Historically, an LLC seeking S corp treatment was thought to require two filings: Form 8832 (Entity Classification Election) to be treated as a corporation, then Form 2553 to elect S corp status. The IRS simplified this in Rev Proc 2003-43 (later restated in Rev Proc 2013-30 for late elections): a timely Form 2553 alone is treated as both elections.

For an LLC: file Form 2553. Do not file Form 8832 unless you want the LLC treated as a C corp without S election (which is a different scenario, usually for foreign-owned LLCs blocking partnership treatment).

Source: Rev Proc 2013-30

Form 2553 step-by-step

Step 1

Part I: Election Information

Enter the LLC name, EIN, principal office address, date of incorporation (use the LLC formation date), state of formation, and the effective date of the S election. Most filers use 1 January of the current year (for calendar-year filers).

Step 2

Selected tax year

Line F: pick calendar year (most common) or check the box for ownership tax year or natural business year (rarely applies to LLCs). Form 1128 may be required for non-calendar fiscal years.

Step 3

Shareholder consents (lines J-N)

Each member must sign and provide SSN/EIN, ownership percentage, ownership start date, and tax year. For an LLC with operating agreement allocations that differ from raw ownership percentages, work with a tax professional. Spousal consent is required in community property states even for non-titled spouses.

Step 4

Officer signature and mail

An officer or member-manager signs. Mail to the IRS service center for the LLC's principal place of business (addresses on Form 2553 instructions; varies by state). Fax acceptable in some cases. Allow 60 days for IRS acknowledgment (CP261 acceptance notice).

Source: IRS Form 2553 and instructions.

Common rejection reasons

Missing shareholder consent (often a spouse in a community property state)
Wrong effective date (after the 75-day window or before incorporation)
EIN does not match IRS records (frequent for LLCs that recently changed name)
Operating agreement creates a second class of stock (preferred-style allocations)
Ineligible shareholder (NRA, partnership, ineligible trust)
Form filed without Rev Proc 2013-30 statement for late election

Operational changes after election

Once the S election is effective, the LLC must operate like an S corp for tax purposes:

Members performing services become shareholder-employees and must receive reasonable W-2 wages
Run payroll (monthly or biweekly) with FICA withholding
File Form 1120-S annually with K-1 to each shareholder
State S corp filings (Form CT-6 in NY, Form 100S in CA, etc) where required
Maintain separate accounting for shareholder basis tracking
Issue Form 941 quarterly for payroll, Form W-2 for shareholder-employee, Form 940 for unemployment

The LLC remains an LLC under state law. State filings (annual report, registered agent) follow LLC rules, not corporation rules. The S election is purely a federal tax classification.

Sources

Educational only. Consult a CPA before filing Form 2553. State-level S election may also be required.

Sole prop to S corp Late 2553 election Form 2553 deep dive Eligibility