Rev. Proc. 2013-30: Late S Corp Election Relief and Filing Steps

Rev. Proc. 2013-30 is the IRS’s simplified, no-fee path to late S corp election relief: if you meant to be an S corporation (or make a related trust or subsidiary election) but missed the filing deadline, this procedure lets you file the paperwork now and have the election treated as if it had been timely. The alternative is a private letter ruling, which carries a standard user fee of $43,700 in 2026.¹² Most late S corporation filings clear the IRS through this procedure, and it’s the first place the IRS itself points taxpayers who realize their election never made it in on time.³

Who Qualifies for Relief

The deadline is the first filter. You must ask for relief within three years and 75 days of the date you wanted the election to take effect.³ Miss that window and the simplified procedure is off the table, though a narrow extended exception and other routes still exist (covered below).

Inside the window, four conditions have to line up:

Intent as of the effective date. The entity must have intended to be an S corporation (or ESBT, QSST, QSub) on the date it now wants the election to start. Deciding retroactively in November that S status would have been nice for January doesn’t qualify.
Consistent reporting by everyone involved. The corporation and every shareholder must have filed as though the election were already in place. If the entity filed Form 1120 as a C corporation, or a shareholder didn’t pick up the pass-through income on their personal return, relief is generally denied.³
Underlying S corp eligibility. On the intended effective date, the corporation had to actually qualify: no more than 100 shareholders, no corporate or partnership shareholders, no nonresident alien shareholders, and only one class of stock.⁴
Reasonable cause. You need a real explanation for the late filing, signed under penalties of perjury.

Consistent reporting is where most requests fail. Every shareholder who held stock between the intended effective date and the filing date has to have filed their individual return reflecting the S corp’s pass-through items. One inconsistent shareholder return can sink the whole request.

Which Elections Are Covered

The procedure reaches five specific late elections: the S corporation election itself (Form 2553), Electing Small Business Trust elections, Qualified Subchapter S Trust elections, Qualified Subchapter S Subsidiary elections, and corporate classification elections on Form 8832 when the entity wanted its check-the-box classification and its S election to take effect on the same date.¹

The corporate classification piece is narrow. Rev. Proc. 2013-30 does not fix a late Form 8832 on its own; it only covers a late 8832 that was supposed to run alongside a late 2553 with the same effective date. A stand-alone late entity classification election is a different problem.

How to File

You have three routes for getting the election paperwork to the IRS, and the right one depends on the status of the corporation’s returns.

Attach Form 2553 (and Form 8832 if applicable) to the current-year Form 1120-S, if all prior 1120-S returns are already filed. Write “INCLUDES LATE ELECTION(S) FILED PURSUANT TO REV. PROC. 2013-30” at the top of the first page of the 1120-S.¹
Attach the election form to a late-filed Form 1120-S for the year that includes the intended effective date, if no returns have been filed yet. All other delinquent 1120-S returns must be filed at the same time.¹
Send Form 2553 on its own by mail or fax to the appropriate IRS Service Center.⁵

On the election form itself, write “FILED PURSUANT TO REV. PROC. 2013-30” across the top. That notation is what tells the IRS processor to evaluate the filing under the simplified relief rules rather than kick it back as untimely.¹

Form 2553 cannot be e-filed. Even if the Form 1120-S goes in electronically, the 2553 has to be mailed or faxed on paper.⁵ Send it certified with return receipt, or keep the fax confirmation, so you have proof of the submission date. The correct service center address and fax number depend on where the corporation’s principal office is located and are listed in the current Form 2553 instructions.

What Goes on the Form

Form 2553 asks for the EIN, the intended effective date, and identifying information for every shareholder who held stock during the affected period: full legal names, SSNs or TINs, share counts, and acquisition dates. Every shareholder who was required to report pass-through income must sign the consent section. For a trust shareholder, the trustee signs.⁶

Missing signatures and mismatched taxpayer ID numbers are the two most common reasons filings get bounced. Before mailing, check that every consent is signed and that each shareholder’s SSN matches what that person used on their Form 1040. A discrepancy will flag the return and cost you weeks.

The Reasonable Cause Statement

The statement is a required part of the package, signed by a corporate officer under penalties of perjury. It should say two things clearly: why the election was late, and what you did to fix it once you noticed.¹ The legal authority behind the relief is Section 1362(b)(5), which lets the IRS treat a late S election as timely when there was reasonable cause for the failure.⁷

Reasonable cause is judged case by case. Circumstances that tend to work include a natural disaster, fire, or civil disturbance; serious illness, death, or unavoidable absence of the person responsible for filing; inability to access records; and system failures that prevented timely filing.

The most common real-world reason is that a CPA or attorney simply forgot to file. The IRS does accept that as a basis for relief, but a one-line “our accountant missed it” is thin. Explain what you gave the advisor, that the advisor was qualified to handle the election, when you discovered the problem, and what you did next. The IRS position is that a taxpayer is responsible for knowing their filing obligations even when they hire a professional, so specifics matter.⁸

What the IRS Sends Back

When the IRS accepts the late election, it issues a CP261 notice. That notice is the official S corporation approval letter and the only confirmation you’ll get that the election is in effect, so keep it in your permanent records.⁹ Check the effective date on the notice against what you requested.

Straightforward cases run about 60 days. Complex facts or incomplete filings take longer. If the IRS wants more information, you’ll get a letter asking for it before you get a denial, so respond quickly; letting a follow-up request sit can result in the file being closed.

If the IRS Denies Relief

A denial means the corporation never had a valid S election for the period in question, and the tax picture flips. By default the entity is a C corporation, which pays tax at the corporate level and then again on dividends distributed to shareholders. Any Forms 1120-S filed for the disputed period become invalid, the IRS can assess back taxes, penalties, and interest under C corporation rules, and shareholders who reported pass-through items on their 1040s may need to amend those returns.

For an LLC that intended to elect both corporate classification and S status at once, a denial can push the entity all the way back to its default: disregarded entity if there is one owner, partnership if there are more. The retroactive change can be dramatic.

If You’re Past the Three-Year Window

Three years and 75 days from the intended effective date is a hard cutoff for the simplified procedure, but not the end of the road.

The Extended Exception for Consistent Filers

Relief is still available for corporations (not LLCs seeking entity classification elections) that meet all four of these conditions:

The only defect in the S election is that Form 2553 wasn’t filed on time.
The corporation and all shareholders have reported consistently with S corporation status for the intended year and every year since.
At least six months have passed since the corporation filed its return for the first year it intended to be an S corporation.
Neither the corporation nor any shareholder was notified by the IRS of any problem with the S corporation status within six months of when that Form 1120-S was timely filed.

When all four are met, the IRS can grant relief outside the three-year-and-75-day window.³ This exception is for the situation where everyone has treated the company as an S corp for years and the IRS never objected.

Private Letter Ruling

If neither the simplified procedure nor the extended exception fits, the remaining route is a private letter ruling from the IRS National Office. The 2026 user fee is $43,700 standard, $9,775 for businesses with gross income under $10 million, and $3,450 for those under $400,000.² Professional fees to prepare the request come on top of that, and approval isn’t guaranteed.

Inadvertent Termination or Invalid Election

Section 1362(f) covers a different problem: an S election that was technically invalid from the start, or one that was inadvertently terminated because, for example, a disqualified shareholder acquired stock. Relief requires the IRS to find the failure inadvertent, the corporation to have corrected the problem within a reasonable time, and the corporation and all affected shareholders to agree to any adjustments the IRS requires.⁷ This path generally runs through a private letter ruling, but it reaches problems Rev. Proc. 2013-30 does not.

1
Internal Revenue Service. Rev. Proc. 2013-30
2
Internal Revenue Service. Internal Revenue Bulletin 2026-1
3
Internal Revenue Service. Late Election Relief
4
Office of the Law Revision Counsel. 26 USC Subtitle A, Chapter 1, Subchapter S – Tax Treatment of S Corporations and Their Shareholders
5
Internal Revenue Service. Instructions for Form 2553
6
Internal Revenue Service. About Form 2553, Election by a Small Business Corporation
7
Office of the Law Revision Counsel. 26 USC 1362 – Election; Revocation; Termination
8
Internal Revenue Service. Penalty Relief for Reasonable Cause
9
Internal Revenue Service. Understanding Your CP261 Notice