How to Fill Out and File IRS Form 2553: S-Corp Election

To file IRS Form 2553, a domestic corporation or eligible entity completes the form, collects a signed consent from every shareholder, and mails or faxes the signed original to one of two IRS service centers by the 15th day of the third month of the tax year the election should cover. There is no filing fee, and the form cannot be filed electronically.¹ Once the election takes effect, the corporation itself generally pays no federal income tax; profits and losses flow through to the shareholders’ personal returns.²

Confirm the Corporation Is Eligible Before You File

Section 1361 of the Internal Revenue Code sets four tests the business has to meet on the date of election and every day the election stays in effect:³

No more than 100 shareholders. Members of the same family and their estates can count as a single shareholder.
One class of stock. Every share must carry identical rights to distributions and liquidation proceeds. Differences in voting rights alone are permitted.
Only eligible shareholders: U.S. citizens or residents, certain estates, and qualifying trusts. Partnerships, other corporations, and nonresident aliens cannot hold shares.
Not an ineligible corporation. Financial institutions using the reserve method for bad debts, insurance companies taxed under Subchapter L, and DISCs or former DISCs cannot elect.

If the business fails any of these tests after the election is in effect, S status terminates automatically and the corporation reverts to C-corporation taxation.³

An LLC that meets these tests can also file Form 2553. A timely Form 2553 is automatically treated as electing corporate classification, so a separate Form 8832 is not required. If the LLC previously filed Form 8832, attach a copy to the Form 2553 submission.²

Know the Deadline You’re Filing Against

Form 2553 must be filed no later than two months and 15 days after the start of the tax year the election is meant to take effect, or at any point during the preceding tax year.⁴ For a calendar-year corporation, that is March 15. File by March 15, 2026, and the election covers all of 2026. File on March 20, and it will not take effect until January 1, 2027, unless you qualify for late-election relief.

The window is calculated by starting on the first day of the tax year, counting forward two full calendar months, then adding 15 days.⁵ A fiscal year starting June 1 runs through July 31 for the two months, then to August 15.

For a brand-new corporation, the first tax year begins on the earliest of three dates: when it first had shareholders, first had assets, or first conducted business. The 2½-month clock runs from that date, not the state incorporation date.⁵ Getting this wrong is a common reason a first-year election gets pushed to the following year.

Fill Out the Form

Download the current revision from irs.gov/Form2553. The form has four parts. Most filers only need Part I; Parts II, III, and IV apply in specific situations.⁶

Part I: Election Information

The top of Part I asks for the corporation’s legal name, address, and Employer Identification Number. Line D asks for the date and state of incorporation. Line E asks for the date the corporation’s first tax year began or will begin. That is the date used to test whether you are filing on time, so accuracy matters.

Line F is where you select a tax year. Most small businesses check box (1) for a calendar year ending December 31. Anything else routes you into Part II.

Line H lists a corporate officer the IRS can contact with questions. This is also the person who signs the form at the bottom of Part I. An unsigned form is treated as if it had never been filed.⁷

Shareholder Consent, Columns J Through N

Every person who owned stock at any point between the start of the tax year and the date the election is filed must consent. For each shareholder, fill in:⁶

Column J: full name and address.
Column K: signature and date. The consent is binding and cannot be withdrawn after a valid election is made.
Column L: number of shares owned and the dates acquired.
Column M: Social Security number or taxpayer identification number.
Column N: the shareholder’s tax year end, usually December 31 for individuals.

If any shareholder lives in a community property state (Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington, or Wisconsin), that shareholder’s spouse may also need to sign, even if the spouse does not directly own shares.² Missing a single required consent invalidates the entire election. If the form does not have enough rows, use additional sheets in the same column format and attach them.

Part II: Fiscal Tax Year

Skip Part II if you selected a calendar year in Part I. You complete this section only to request a fiscal year under Section 444, establish a natural business year based on gross receipts, or request a business-purpose fiscal year. Requesting a business-purpose year through box Q1 triggers a user fee of $6,200 (subject to change), billed separately by the IRS after it receives the form.²

Part III: QSST Election

Use Part III only when a Qualified Subchapter S Trust is receiving stock at the same time the corporation files its S election, and both elections share the same effective date. A QSST must distribute all income to a single U.S. citizen or resident beneficiary, and that beneficiary (not the trustee) signs Part III.² If the corporation is already an S corporation when the trust acquires shares, the beneficiary files a separate QSST election statement instead. An Electing Small Business Trust (ESBT) has its own separate election and does not use Part III.

Part IV: Late Corporate Classification Election

Part IV applies only when an entity needs both a late S-corporation election and a late entity-classification election (Form 8832) to take effect on the same date. The entity must attach representations confirming it meets the requirements of Revenue Procedure 2013-30.²

Where to Send It and How to Prove You Sent It

Mail the original signed form (not a photocopy) or fax it to the IRS service center that corresponds to the corporation’s principal business location:¹

Kansas City, MO 64999 (fax 855-887-7734): Connecticut, Delaware, District of Columbia, Georgia, Illinois, Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Vermont, Virginia, West Virginia, and Wisconsin.
Ogden, UT 84201 (fax 855-214-7520): Alabama, Alaska, Arizona, Arkansas, California, Colorado, Florida, Hawaii, Idaho, Iowa, Kansas, Louisiana, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Mexico, North Dakota, Oklahoma, Oregon, South Dakota, Texas, Utah, Washington, and Wyoming.

If you fax, keep the original in your corporate records. Either way, create proof of timely filing. The IRS accepts certified or registered mail receipts with a timely postmark, a stamped “received” copy, or a receipt from a designated private delivery service.⁷ If the election is ever disputed, that receipt is your only defense.

What Happens After You File

The IRS generally sends a determination letter accepting or denying the election within 60 days of receipt. If you requested a business-purpose fiscal year (box Q1), expect an additional 90 days while the IRS issues a separate ruling letter on the tax year request.⁷ If you have not heard back within two months of filing, or five months when box Q1 is checked, call 1-800-829-4933 to check the status.

Keep the acceptance letter with your permanent corporate records. Lenders, investors, and auditors routinely ask for it.

One boundary worth flagging: some states require a separate state-level S election or related filings. New York and New Jersey each have their own S-election forms. Other states recognize the federal election automatically but may want a copy of the IRS acceptance letter with the first state return. Check with your state’s tax agency before assuming the federal election covers everything.

If You Missed the Deadline

A late filing does not automatically push the election to the following year. Revenue Procedure 2013-30 provides a simplified path to relief if all four conditions are met:⁸

The entity intended to be an S corporation and was otherwise eligible.
It has reasonable cause for missing the deadline.
The entity and all shareholders reported their income consistent with S-corporation status for the intended election year and every year since.
Less than 3 years and 75 days have passed since the intended effective date.

To request relief, file Form 2553 with a reasonable-cause statement explaining why the election was late. The IRS evaluates these case by case, so a generic “we didn’t know” carries less weight than a specific narrative. Address four points: who was responsible for the filing, what went wrong, when you discovered the error, and what you did to fix it. Statements suggesting the taxpayer knew about the requirement and chose not to file are likely to be denied.

If the entity also needs a late corporate-classification election (for example, an LLC that never filed Form 8832), complete Part IV and attach the required representations. A late Form 2553 requesting relief can be filed with the corporation’s Form 1120-S for the relevant year rather than mailed separately to the service center.⁷

1
Internal Revenue Service. Where to File Your Taxes for Form 2553
2
Internal Revenue Service. Instructions for Form 2553
3
Office of the Law Revision Counsel. 26 U.S. Code 1361 – S Corporation Defined
4
Office of the Law Revision Counsel. 26 USC 1362 – Election; Revocation; Termination
5
Internal Revenue Service. Instructions for Form 2553 – When To Make the Election
6
Internal Revenue Service. Form 2553 Election by a Small Business Corporation
7
Internal Revenue Service. Instructions for Form 2553
8
Internal Revenue Service. Late Election Relief