How to Elect S Corp Status: Form 2553, Deadlines, and Filing

To elect S corp status, file IRS Form 2553 no later than two months and 15 days after the start of the tax year you want the election to cover. For a calendar-year business, that deadline is March 15. The form is the only document you need to file with the IRS to make the election, but every shareholder has to sign it, your business has to qualify under Section 1361 of the Internal Revenue Code, and a single missing signature or ineligible shareholder can void the whole thing. An S corporation is not a separate type of entity; it is a federal tax designation that lets an eligible corporation or LLC pass income through to its owners.

Confirm Your Business Qualifies

Before you fill out anything, check that your business meets every eligibility rule in Section 1361. Miss one and the election is invalid.¹

The business must be a domestic corporation or a domestic entity eligible to be treated as a corporation, such as an LLC.
It cannot have more than 100 shareholders. Members of one family can be counted as a single shareholder.
Every shareholder must be an individual, a qualifying estate, or a specific type of qualifying trust. Partnerships, other corporations, and nonresident aliens are not eligible.
The corporation can issue only one class of stock. Shares may have different voting rights, but every share must carry identical rights to distributions and liquidation proceeds.

Violating any of these rules, even briefly, disqualifies the business or terminates an existing election.

If Your Business Is an LLC

An LLC does not need to file a separate entity classification election on Form 8832 before submitting Form 2553. Filing Form 2553 and meeting the S corporation requirements automatically causes the LLC to be treated as a corporation for federal tax purposes.² Your LLC’s legal structure at the state level does not change.

The trap for LLCs is the one-class-of-stock rule. Operating agreements drafted for partnership taxation often distribute liquidation proceeds based on capital account balances or give members otherwise unequal economic rights. Those provisions can create a second class of stock under S corporation rules. Review your operating agreement before filing and amend any distribution or liquidation terms that treat members’ economic rights unequally.

Fill Out Form 2553

Form 2553, Election by a Small Business Corporation, is available as a PDF on the IRS website and is the only form you file to make the election.³ You will need the following:

Entity information: legal name, Employer Identification Number, date of incorporation, and state of formation.⁴
Tax year selection: calendar year (ending December 31) or a fiscal year. Most S corporations use a calendar year.
Shareholder details for every person who owns stock on the election date: full legal name, address, Social Security number or EIN, number of shares owned, and the date the shares were acquired.
A signed consent from every shareholder in the consent section of the form. The signature is binding and cannot be withdrawn once the election becomes valid.⁴

In community property states, a spouse who has a community property interest in the stock may need to sign as well, even if they are not a shareholder of record. A single missing signature, wrong Social Security number, or omitted shareholder can cause the IRS to reject the entire election.

File by the Deadline

Form 2553 must be filed no later than two months and 15 days after the beginning of the tax year the election is to take effect. For calendar-year businesses, that is March 15.⁵ You can also file the form at any point during the tax year before the one you want the election to cover. A calendar-year C corporation wanting S corp status starting January 1, 2027, could file anytime during 2026 or by March 15, 2027.

For a newly formed business, the two-month-and-15-day clock runs from the earliest of the date the entity first had shareholders, first had assets, or began doing business.⁵

Where and How to Send It

The IRS accepts Form 2553 by mail, by fax, or as a PDF attachment to a timely e-filed return.⁶ Send the original, not a photocopy, to the IRS service center for your state. Businesses in the eastern half of the country file with the Kansas City, MO center; those in the western half file with the Ogden, UT center. Each center has a dedicated fax number listed in the Form 2553 instructions.⁵

If you mail the form, use certified mail with a return receipt. Under the timely-mailed-timely-filed rule, the U.S. postmark date counts as the delivery date.⁷ That postmark receipt is your evidence if the IRS later says the form arrived late or never came at all. Sending the form to the wrong service center can cause delays or a lost filing, so double-check the address.

If You Missed the Deadline

Missing the deadline does not permanently block the election. It pushes the effective date to the next tax year unless you qualify for late-election relief under Revenue Procedure 2013-30. All of the following must be true:⁸

The business intended to be an S corporation and would have been eligible if the election had been filed on time.
You can show reasonable cause for the late filing and describe the steps you took once you discovered the mistake.
The entity and every shareholder reported income consistent with S corp status for every year from the intended effective date forward.
The intended effective date is no more than three years and 75 days before you request relief.

To use this relief, write “FILED PURSUANT TO REV. PROC. 2013-30” at the top of page one of Form 2553 and include your reasonable-cause explanation on line I of the form or on an attached statement.⁵ All shareholder consent signatures are still required. If you do not qualify, the remaining option is a private letter ruling from the IRS, which requires a separate application and a user fee.⁸

What Happens After You File

The IRS generally issues a determination within 60 days of receiving Form 2553.⁵ If the election is approved, you will receive Notice CP261 stating the effective date of your S corporation status.⁹ Keep this notice in your permanent records; lenders, state tax agencies, and auditors may ask for it as proof.

If nothing arrives within 60 days, call the IRS to confirm the form was received and whether more information is needed. Filing an annual return as an S corporation without a valid election on file can create unexpected tax liabilities.

Why Elections Get Rejected

The most common problems are:

Missing or incomplete shareholder consents, including a missing community-property spouse signature.
An ineligible shareholder such as a nonresident alien, a corporation, or a partnership.
A second class of stock created by unequal distribution or liquidation rights in an operating or shareholder agreement.
Late filing without a proper late-relief request, which pushes the election to the following year.

Obligations Once the Election Is in Place

Electing S corp status brings annual filing requirements that continue every year the election is in effect. Every S corporation files Form 1120-S by the 15th day of the third month after the end of its tax year, which is March 15 for calendar-year businesses. You can request an automatic six-month extension by filing Form 7004 before the deadline.¹⁰ The corporation must also give each shareholder a Schedule K-1 by the same March 15 date, reporting that shareholder’s share of income, deductions, and credits for their personal return.¹¹

If you are both a shareholder and an employee, payments for your services must be treated as wages rather than as distributions or loans, and the salary must be reasonable for the work you actually perform.¹² The IRS can reclassify distributions as wages and assess back employment taxes, penalties, and interest when a shareholder-employee’s salary is unreasonably low, and courts have consistently upheld those reclassifications.¹³ Factors that determine reasonableness include your training and experience, your duties, comparable wages in the same industry and area, and the time you devote to the business.

State Recognition of the Election

Form 2553 makes a federal election only. Most states automatically recognize your federal S corp election for state income tax purposes without additional paperwork, but a handful require a separate state-level election, and some do not recognize S corporation status at all and tax the business as a C corporation at the state level. Check your state’s rules before you assume the federal election covers you.

Whether or not your state recognizes the S election, your business still has to keep its state good standing by filing whatever annual or biennial report the secretary of state requires and paying the associated fee. Those obligations apply to all corporations and LLCs, not just S corporations.

1
Office of the Law Revision Counsel. 26 U.S. Code 1361 – S Corporation Defined
2
Internal Revenue Service. Form 8832 Entity Classification Election
3
Internal Revenue Service. About Form 2553, Election by a Small Business Corporation
4
Internal Revenue Service. Form 2553 Election by a Small Business Corporation
5
Internal Revenue Service. Instructions for Form 2553
6
Internal Revenue Service. Filing Requirements for Filing Status Change
7
Office of the Law Revision Counsel. 26 U.S. Code 7502 – Timely Mailing Treated as Timely Filing and Paying
8
Internal Revenue Service. Late Election Relief
9
Internal Revenue Service. Notice CP261 – S Corporation Election Acceptance
10
Internal Revenue Service. Publication 509 (2026), Tax Calendars
11
Internal Revenue Service. Shareholder’s Instructions for Schedule K-1 (Form 1120-S)
12
Internal Revenue Service. Wage Compensation for S Corporation Officers
13
Internal Revenue Service. S Corporation Employees, Shareholders and Corporate Officers