Late S Corporation Election Relief Under Rev. Proc. 2013-30

If your business missed the deadline to file Form 2553, you can still get late S corporation election relief under Revenue Procedure 2013-30 by submitting the form with a reasonable cause statement, generally within three years and 75 days of the date the election was supposed to take effect. The procedure replaces the older path of requesting a Private Letter Ruling, which carries a substantial user fee published each year in Revenue Procedure 2026-1 and takes far longer to resolve.¹ For most small businesses, the simplified route saves thousands of dollars and months of waiting.

Form 2553 is normally due either during the tax year preceding the one the election should take effect or by the 15th day of the third month of that tax year. For a calendar-year business, that means March 15. Miss it by a day and the IRS treats the election as effective the following year, leaving the current year taxed as a C corporation.

Who Qualifies for Simplified Relief

Four conditions have to line up before you can use Revenue Procedure 2013-30:²

The business is an eligible entity — a domestic corporation, or an LLC or similar entity permitted to elect corporate treatment.
The business intended to be an S corporation as of the effective date, and the only reason it failed to qualify was that Form 2553 was not filed on time.
The business met every other S corporation requirement on the intended effective date: no more than 100 shareholders, no partnership or foreign individual shareholders, and only one class of stock.³
The business and all its shareholders reported income consistently with S corporation status for every year since the intended effective date. That generally means the corporation filed Form 1120-S and each shareholder reported the pass-through income on a personal return.⁴

The consistent-reporting requirement is where most requests fall apart. If the business filed Form 1120 as a C corporation for any year since the intended effective date, the inconsistency creates a serious obstacle that amended returns alone may not fix.

The Two Filing Windows

Under the general rule, the request must be submitted within three years and 75 days of the intended effective date.⁴ For a calendar-year business that intended to elect S status effective January 1, 2024, the deadline is March 16, 2027.

A separate pathway in Section 5.04 removes that deadline entirely when the business has been filing as though the election was in place all along. Businesses that discover a missing Form 2553 five, eight, or ten years after the fact often qualify here. To use Section 5.04, all six of the following must be true:⁴

The corporation is not simultaneously seeking a late Form 8832 entity classification election.
The only reason the business fails to qualify is the missing Form 2553.
The corporation and every shareholder reported income consistently with S corporation status for all affected years.
At least six months have passed since the corporation filed its Form 1120-S for the first intended S year.
Neither the corporation nor any shareholder received an IRS notice questioning S status within six months of that first Form 1120-S.
The Form 2553 being filed includes all required shareholder consent statements.

What to File

Form 2553

Form 2553, Election by a Small Business Corporation, is the core document. Fill it out to reflect the business as it existed on the intended effective date, not on the date you are actually filing.² Write “FILED PURSUANT TO REV. PROC. 2013-30” in capital letters at the top. Without that notation, IRS staff will likely reject the form as untimely without reviewing your reasonable cause statement.⁴

Form 8832 for LLCs Not Already Classified as Corporations

An LLC that wants S corporation status must first be classified as a corporation for federal tax purposes. If it never filed a Form 8832 electing corporate treatment, it must file both Form 8832 and Form 2553 together under the concurrent election rules, with the same notation at the top of each.⁴ The concurrent filing requires additional representations, including that the entity is eligible, that it intended corporate classification as of the effective date, and that all returns since then were filed consistent with S corporation treatment.⁵ If the LLC is already classified as a corporation from a prior Form 8832 or a state-law incorporation, the extra Form 8832 is not needed.

Shareholder Consents

Every person who held stock at any point between the intended effective date and the filing date must sign the consent section on page two of Form 2553, providing a Social Security number, ownership percentage, and share acquisition date.² Former shareholders who sold years ago still have to sign, and each must also provide a statement confirming consistent income reporting for all affected years.⁴ Tracking down former shareholders is often the slowest part of the process. If one is unreachable or refuses to sign, the simplified pathway is lost and a Private Letter Ruling may be the only remaining route.

In community property states, a shareholder’s spouse must also consent if the stock or the income from it is community property, even if the spouse does not directly own shares.⁶ List the consenting spouse on page two with the notation “consenting spouse” and an ownership percentage of zero.

Writing the Reasonable Cause Statement

Every request must include a narrative explaining why Form 2553 was not filed on time and what the business did to fix the error once it was discovered. The statement must be signed under penalties of perjury with a dated declaration.⁴

Reasonable cause means you used ordinary care in running your business and still missed the deadline. The IRS specifically recognizes reliance on a qualified tax professional who failed to file the election or failed to advise you to file it. Other accepted reasons include serious illness or death of the person responsible for filing, and destruction of records by fire, flood, or similar event.⁴

The statement does not need to be long, but it needs to be specific. “We forgot” is not reasonable cause. “Our CPA advised us that the LLC’s operating agreement automatically elected S status, and we discovered this was incorrect when we engaged a new firm in March 2026” tells the IRS what happened and when. Include dates, advisor names where relevant, and the specific date you discovered the error.

How and Where to Submit

There are three ways to file the completed package:⁴

Attach Form 2553 to the current year’s Form 1120-S. Write “INCLUDES LATE ELECTION(S) FILED PURSUANT TO REV. PROC. 2013-30” at the top of the return. The return must still be filed within the three-year-and-75-day window.⁷
Attach it to a late-filed prior year Form 1120-S. All other delinquent Forms 1120-S must be filed at the same time.
Mail or fax Form 2553 on its own to the IRS Service Center for your area.

Which service center you use depends on the business’s location. Eastern states, running from Maine down through Georgia and across to Wisconsin, file with Kansas City, Missouri, fax 855-887-7734. Western and southern states file with Ogden, Utah, fax 855-214-7520.⁸ If you mail the package, use a delivery method with tracking or proof of mailing.

After You File

Processing typically takes about two months. If you have not heard back after that, call 1-800-829-4933 to check the status.⁹ When the IRS accepts the election, it sends a CP261 notice confirming S corporation status. Keep it in your permanent records; you will need it during audits or if a lender or buyer questions the company’s tax classification.¹⁰

If the IRS needs more information or denies the request, you will receive a letter explaining why. Common issues are incomplete shareholder consents, a vague reasonable cause statement, and inconsistencies in prior year filings. There is usually a window to respond with corrected documentation before a denial becomes final.

If Relief Is Denied

A denial means the IRS treats the business as a C corporation for every year the S election was supposed to be in effect. The corporation pays a flat 21% federal tax on profits at the entity level, and shareholders pay again on distributions. On top of the tax, the IRS can assess a penalty of $255 per shareholder for each month or partial month Form 1120-S was late or missing, up to 12 months.¹¹ The IRS has discretion to abate penalties when reasonable cause exists.

The remaining option after denial is a Private Letter Ruling under the procedures and user fees published annually in Revenue Procedure 2026-1.¹ The fees are substantial, the timeline is long, and the submission is more detailed. Getting the simplified request right the first time is far preferable.

Late Trust Elections Under the Same Procedure

Revenue Procedure 2013-30 also provides simplified relief for two trust elections that affect S corporation status: Qualified Subchapter S Trust (QSST) elections and Electing Small Business Trust (ESBT) elections.² If a trust becomes an S corporation shareholder and the required trust election is missed, the failure can retroactively disqualify the corporation’s S status.

A QSST election must be signed by the trust’s current income beneficiary; an ESBT election must be signed by the trustee. The trustee must also provide a statement confirming the trust satisfies the applicable requirements — for a QSST, that income distribution requirements have been and will continue to be met, and for an ESBT, that all potential current beneficiaries qualify as eligible S corporation shareholders.⁴ The narrative standard is “inadvertence” rather than “reasonable cause,” but you still describe why the election was missed and what you did to correct it. The same three-year-and-75-day window and the same “FILED PURSUANT TO REV. PROC. 2013-30” notation apply.

1
Internal Revenue Service. Frequently Asked Questions – Code, Revenue Procedures, Regulations, Letter Rulings
2
Internal Revenue Service. Late Election Relief
3
Office of the Law Revision Counsel. 26 USC 1361 – S Corporation Defined
4
Internal Revenue Service. Revenue Procedure 2013-30
5
Internal Revenue Service. About Form 8832, Entity Classification Election
6
Internal Revenue Service. Revenue Procedure 2004-35
7
Internal Revenue Service. About Form 1120-S, U.S. Income Tax Return for an S Corporation
8
Internal Revenue Service. Where to File Your Taxes for Form 2553
9
Internal Revenue Service. Instructions for Form 2553
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Internal Revenue Service. Understanding Your CP261 Notice
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Internal Revenue Service. Instructions for Form 1120-S (2025)