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Filing Guide

Form 2553 and the S Corp Election: Deadlines, Late Relief, and Revocation

The full mechanics of making, rescuing, and revoking the S-Corp election in one place. Most articles cover the deadline but skip late-election relief and revocation procedure.

Updated 17 April 2026 · Sources: IRC Section 1362(b)(g), Rev Proc 2013-30, IRS Form 2553 instructions

What Form 2553 Does

Form 2553 (Election by a Small Business Corporation) is the IRS form that converts an eligible domestic corporation or LLC to S-Corp tax treatment. Without a valid Form 2553 election, a corporation defaults to C-Corp tax treatment. A single-member LLC or multi-member LLC cannot elect S-Corp treatment without first electing to be treated as a corporation (Form 8832) or being a corporation by default.

Once filed and accepted, the election remains in effect indefinitely until it is revoked by the shareholders or terminated by disqualifying event. There is no annual renewal.

Election Deadlines

Existing entity wanting S status this year

File Form 2553 by the 15th day of the 3rd month of the tax year. For a calendar-year entity, that is March 15. A filing on March 16 or later is generally effective for the following tax year.

Calendar-year entity: March 15, 2026 to elect S status effective 1 January 2026

Newly formed entity wanting S status from inception

File within 2 months and 15 days (75 days) of the earliest of: the date of formation, the date the entity first had shareholders, or the date the entity first had assets or began doing business.

Incorporated 1 February 2026: deadline is 17 April 2026

Late filing without relief

A Form 2553 filed after the deadline (and without Rev Proc 2013-30 relief) is effective for the next tax year. Existing calendar-year entity filing in April 2026: S status effective 1 January 2027.

Who Must Sign Form 2553

  • All shareholders as of the election date (if the election is for a period beginning before the filing date)
  • All shareholders since the start of the tax year (if the election is for the entire current year)
  • Spouses with a community property interest in shares (even if not on the stock certificate)
  • The fiduciary if shares are held in trust (and the appropriate QSST/ESBT elections attached)
  • An officer authorised to sign the corporation's tax returns

Late Election Relief: Rev Proc 2013-30

Automatic relief is available for late Form 2553 filings without a private letter ruling if all five conditions are met:

  1. The entity intended to be an S-Corp from the requested effective date
  2. The failure was solely due to not filing Form 2553 timely (not due to an eligibility failure)
  3. The corrective filing is made within three years and 75 days of the intended effective date
  4. The entity has reasonable cause for the late filing (administrative oversight, new owner not aware of requirement, etc.)
  5. All shareholders reported income consistent with S-Corp treatment for all periods since the intended effective date

How to file: Write “FILED PURSUANT TO REV PROC 2013-30” at the top of Form 2553. Attach a statement explaining the reasonable cause and confirming the five conditions. Send to the IRS service centre where the corporation files its returns. The IRS typically processes these within a few months and issues an acceptance letter.

Revoking the S-Corp Election

Who can revoke: Shareholders holding more than 50% of the outstanding shares (voting and non-voting combined) on the day of revocation. Revocation requires shareholder consent, not unanimous consent.

How to revoke: File a statement with the IRS service centre where the most recent Form 1120-S was filed. The statement must: identify the corporation (name, EIN, address), specify the intended effective date, and be signed by shareholders consenting to the revocation.

Timing: For current-year effectiveness, file by March 15 (the 15th day of the 3rd month). Filed after that date, the revocation is effective for the following tax year.

Five-year wait: Under IRC 1362(g), after a revocation or termination, the corporation generally cannot re-elect S status for five years without IRS consent. IRS consent is discretionary but routinely granted for genuine business-purpose conversions.

State-Level S-Corp Election Forms

StateSeparate state form required?Form / Notes
New YorkYesForm CT-6 (Election by a Federal S Corporation to be Treated as a New York S Corporation)
New JerseyYesForm CBT-2553 (New Jersey S Corporation Election)
WisconsinYesConsent Statement with Form 5S
Washington DCN/A - non-recognitionDC does not recognise the federal S election; S-Corps taxed as C-Corps for DC purposes
CaliforniaNoFederal election automatically recognised; California still imposes its own 1.5% franchise tax
TexasNoFranchise (margin) tax applies to S-Corps regardless of federal election
Most other statesNoFederal election automatically recognised. Verify with your state DOR.

State requirements change. Verify with your state's revenue department. See the full 50-state S-Corp table.

Frequently Asked Questions

What is the Form 2553 deadline for an existing entity?
For a calendar-year entity wanting S-Corp status effective for the current tax year, Form 2553 must be filed by the 15th day of the third month of the tax year (March 15 for calendar-year filers). A filing after March 15 is generally treated as effective for the following tax year unless late relief applies. For a newly formed entity, the deadline is 2 months and 15 days from the date of formation (or the date the entity first had shareholders, had assets, or began doing business, whichever is earliest).
What is Rev Proc 2013-30 late election relief?
Rev Proc 2013-30 allows entities that missed the Form 2553 deadline to obtain automatic relief (without a private letter ruling) if: (1) the entity intended to be an S-Corp from the requested effective date, (2) the failure was solely due to not filing Form 2553 timely, (3) the corrective filing is made within three years and 75 days of the intended effective date, (4) the entity has reasonable cause for the late filing, and (5) all shareholders reported income consistent with S-Corp treatment for the period since the intended effective date. Write FILED PURSUANT TO REV PROC 2013-30 at the top of the form and attach a reasonable-cause statement.
How do you revoke an S-Corp election?
An S-Corp election is revoked by consent of shareholders holding more than 50% of the shares (voting and non-voting) on the day the revocation is made. File a statement with the IRS service centre where the corporation's most recent Form 1120-S was filed. For the revocation to be effective for the current tax year, file by the 15th day of the third month (March 15 for calendar-year filers). Filed after that date, the revocation is effective for the following tax year. After revocation, the corporation generally cannot re-elect S status for five years without IRS consent under IRC 1362(g).
Do states require a separate S-Corp election form?
Many states automatically recognise the federal S election with no separate filing required. However, some states require a separate state election form: New York (Form CT-6), New Jersey (Form CBT-2553), Wisconsin (Form 5S consent), and others. A few states do not recognise the federal S election at all (Washington DC treats S-Corps as C-Corps for DC tax purposes; Louisiana has conditional recognition). Always confirm your state's specific requirements with the state's revenue department or a tax professional.
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