S Corp Revocation Letter: Sample, Consent, and Filing

An S corp revocation letter is a self-prepared written statement telling the IRS that your corporation is revoking its Section 1362(a) election to be taxed as an S corporation. The IRS does not publish a form for this. You draft the letter yourself, attach signed consents from shareholders owning more than half of the outstanding shares, and mail the package to the service center where you file Form 1120-S.¹

Because you’re building the document from scratch, missing elements make the filing invalid. Below is what the statement must contain, a sample you can adapt, and the filing and timing rules that decide when the revocation actually takes effect.

What the Revocation Letter Must Include

The statement of revocation must contain all of the following:

A clear declaration that the corporation is revoking its election under Section 1362(a) to be taxed as an S corporation.
The corporation’s legal name and EIN.
The total number of shares outstanding at the time of revocation, including both voting and non-voting shares.
The requested effective date of the revocation. This is required if you’re choosing a prospective date and advisable in all cases.
The signature of an officer authorized to sign the corporation’s tax return, typically the president.

A separate shareholder consent must be attached, signed by shareholders who collectively own more than half of all outstanding shares. Each consent must include the shareholder’s name, address, taxpayer identification number, the number of shares owned, the dates those shares were acquired, and the shareholder’s taxable year-end. Each shareholder signs under penalties of perjury.¹

Sample S Corp Revocation Letter

Adjust the bracketed details to match your corporation.

[Corporation Letterhead]

Internal Revenue Service
[Appropriate IRS Service Center Address]

Date: [Date of Filing]

Re: Revocation of S Corporation Election — [Corporation Legal Name], EIN [XX-XXXXXXX]

To Whom It May Concern:

Pursuant to Internal Revenue Code Section 1362(a), [Corporation Legal Name] hereby revokes its election to be treated as an S corporation, effective [requested effective date].

As of the date of this revocation, the corporation has [number] shares of [voting/non-voting] stock issued and outstanding.

Enclosed are the signed consents of shareholders owning more than 50 percent of the issued and outstanding shares of the corporation, as required by Section 1362(d)(1)(B).

Sincerely,

[Name]
[Title, e.g., President]
[Corporation Legal Name]

[Attached: Shareholder Consent Statements]

Sample Shareholder Consent

Each attached consent should follow this format:

I, [Shareholder Name], SSN/TIN [XXX-XX-XXXX], residing at [Address], consent to the revocation of the S corporation election of [Corporation Legal Name], EIN [XX-XXXXXXX]. I own [number] shares of [voting/non-voting] stock, acquired on [date(s)]. My taxable year ends on [date].

Signed under penalties of perjury.

[Signature and Date]

Verify the share counts and EIN against your corporate records before mailing. Accuracy falls entirely on the corporation because nothing about this document is standardized or pre-checked by the IRS.¹

Shareholder Consent Rules

The revocation is invalid without consent from shareholders holding more than half of all issued and outstanding shares on the day the revocation is filed. Both voting and non-voting shares count toward this threshold, so a majority of voting shareholders alone is not enough if non-voting shareholders push the total below the required level.²

The consent must exist on the date of filing. If a shareholder sells stock before the revocation is submitted and that sale drops you below the required majority, you’ll need consent from the new shareholder instead. For a two-owner S corporation this is simple. For corporations with dispersed ownership, collect consents well ahead of your target filing date so a stock transfer or an unreachable shareholder doesn’t blow up the timing.

Where and How to File

Mail the statement and shareholder consents to the IRS service center where you file Form 1120-S. Send it by certified mail with return receipt requested. The IRS receipt date controls whether your chosen effective date is valid, so keep the proof.

Choosing an Effective Date

The timing rules produce three outcomes.

Filed on or before the 15th day of the third month of the tax year. The revocation can take effect retroactively to the first day of that tax year. For a calendar-year corporation, that deadline is March 15. Filing by this date means the entire year is a C corporation year with no split returns.²

Filed later with no specified date. The revocation takes effect on the first day of the following tax year. A calendar-year corporation filing in June 2026 without specifying a date would not become a C corporation until January 1, 2027.²

Filed with a specified prospective date. The revocation takes effect on that date, provided it falls on or after the date the IRS receives the filing. You cannot pick a date that has already passed. A mid-year effective date creates an S termination year with two short tax periods and two returns.¹

The cleanest option for most calendar-year corporations is filing before March 15 so the whole year falls under one tax regime. A mid-year effective date has planning uses, but it complicates the filing obligations considerably.

Two Things the Letter Does Not Do

The federal revocation letter does not update your state tax status. Most states that recognize S corporations require a separate notification or filing. Skipping that step can leave you as a C corporation for federal purposes and an S corporation for state purposes, which produces incorrectly filed state returns. Rules vary widely, so check with your state department of revenue or franchise tax board for its specific procedure and deadline.

The letter also commits you to a waiting period before returning to S status. A corporation that revokes its S election generally cannot make a new S election for five tax years, measured from the first tax year the revocation is effective. If a calendar-year revocation takes effect January 1, 2026, the earliest re-election year is 2031. The IRS can waive the wait through a private letter ruling, but that route carries an $18,500 user fee as of 2026, plus professional costs, and is more likely to succeed where more than 50 percent of the stock has changed hands or the revocation was unintentional.²

Neither point changes how you draft the letter. Both change whether you should send it now, later, or at all.

1
Internal Revenue Service. Revoking a Subchapter S Election
2
Office of the Law Revision Counsel. 26 USC 1362 – Election; Revocation; Termination