Form 2553 is the IRS form a corporation or eligible LLC files to elect S corporation tax treatment. File it no more than 2 months and 15 days after the start of the tax year the election should take effect, which is March 15 for a calendar-year company, or at any time during the preceding tax year. Every required shareholder must consent and an authorized officer must sign, and the IRS says you should generally receive a determination within 60 days.
It's a paperwork step, not a legal restructuring: your company stays the same LLC or corporation it already is, but the IRS taxes its profits differently.
The catch is timing. Miss the window and you're stuck with your default tax treatment for the rest of the year, sometimes longer, unless you qualify for late-election relief.
This guide assumes your company is already formed. If it isn't yet, Rho forms Delaware C-corps for $400, and when you incorporate a Delaware C-corp with Rho, your business account opens in the same flow, subject to approval. To be eligible, a C-corp formed with Rho needs at least one US-based owner or officer, a physical US operating address, and a business in an eligible industry. Rho also forms LLCs for $349 all in, state filing fee included. Come back to this guide once the company exists.
This guide covers who's eligible, the exact deadline math, what goes on the form, and how to fix a late filing. It reflects the Form 2553 instructions current as of 2026.
Key facts:
Deadline: no more than 2 months and 15 days after the start of the tax year the election should take effect (commonly March 15 for calendar-year filers), or any time during the prior tax year.
Eligibility: domestic entity, 100 shareholders or fewer, only eligible shareholder types, one class of stock.
Filing method: the IRS instructions direct you to mail the original form, or fax it, to the IRS service center listed for your state. Certain late elections can instead be attached to Form 1120-S.
Missed the deadline? Rev. Proc. 2013-30 offers late-election relief if you can show reasonable cause, generally within 3 years and 75 days of your intended effective date.
What S-corp election actually changes
An LLC's default tax treatment runs its profit through as self-employment income, subject to self-employment tax no matter how much of it the owner draws out. A C-corp's default treatment taxes profit at the corporate level, then taxes it again when it's distributed to shareholders.
S-corp election changes both. Profit still passes through to the owners' personal returns, avoiding the C-corp's double taxation. But owners who work in the business can also split their income: a reasonable salary, subject to payroll tax, plus additional distributions, which aren't subject to Social Security or Medicare tax. That split is the main reason profitable, owner-operated businesses elect S-corp status.
None of this is free. Electing S-corp status means running payroll for any owner who works in the business, setting and defending a reasonable salary figure, and filing a separate Form 1120-S return every year, on top of your personal return.
For a business with modest profit, the extra accounting and payroll cost can outweigh the tax savings. The election tends to pay off once an owner's distributable profit is meaningfully above a reasonable salary for their role.
Your entity's legal structure doesn't change either. An LLC that elects S-corp status is still an LLC for state-law purposes: same operating agreement, same liability protections, same registered agent. Only the tax treatment changes.
If you're still deciding how to set up your company in the first place, our S-corp vs. C-corp and S-corp vs. LLC comparisons cover that decision. This guide picks up after you've already chosen an entity type and want to add the S-corp tax election.
Who can file Form 2553
The IRS eligibility test has four parts, and all four have to hold:
Domestic entity. Either a domestic corporation, or a domestic LLC that's eligible to elect corporate tax treatment. An eligible LLC does not need to file Form 8832 first: the IRS treats it as a corporation as of the S election's effective date. The instructions also cover relief when an entity needs both a late S election and a late entity classification election.
100 shareholders or fewer. Spouses and certain family members can count as a single shareholder under specific attribution rules, which gives closely held family businesses more room than the raw number suggests.
Only eligible shareholder types. Individuals, estates, certain exempt organizations (like 401(a) and 501(c)(3) entities), and certain trusts. No corporate or partnership shareholders, and generally no nonresident-alien shareholders, with limited exceptions for specific trust structures.
One class of stock. All shares have to carry identical rights to distributions and liquidation proceeds. Differences in voting rights alone are fine; economic differences are not.
A handful of entity types are ineligible outright regardless of shareholder makeup: banks and thrift institutions using the reserve method for bad debts, insurance companies, and DISCs (domestic international sales corporations) or former DISCs.
A common misconception is that eligibility tracks revenue, industry, or how established the business is. In reality it comes down to the entity, its owners, and its stock. A single-member LLC with no revenue yet can be just as eligible as an established multi-owner corporation, as long as it clears the four tests above.
The deadline: 2 months and 15 days
Form 2553 has to be filed no more than 2 months and 15 days after the start of the tax year the election is meant to take effect, or at any point during the tax year immediately before that.
The 2-month period works like this: it starts on the calendar day the tax year begins and runs through the day before the same numbered day two months later.
For a calendar-year filer, that math lands on March 15. If you want S-corp treatment to apply for the 2027 tax year and your company runs on a calendar year, the deadline to file is March 15, 2027, not the following year's regular tax filing deadline.
There's a second, more flexible option that founders often miss: you can file at any time during the tax year before the one you want the election to cover. A company incorporated in June 2026 that wants S-corp treatment starting January 1, 2027 can file any time between June 2026 and March 15, 2027. Filing early removes the deadline pressure entirely.
New businesses get a slightly different starting point: the 2-month-15-day clock runs from whichever comes first among the date the entity first had shareholders, first had assets, or began doing business, not necessarily the date it was legally formed.
What goes on Form 2553
Form 2553 is short, but it asks for information from every shareholder, not just the company. You can download the current fillable PDF and instructions directly from the IRS: Form 2553 and instructions. Part I requires the following:
Field | What it asks for | Notes |
|---|---|---|
Item A | The entity's EIN | Enter the EIN. If it hasn't arrived yet, the instructions let you enter "Applied For" and the date you applied. |
Item E | Effective date of the election | For an election in the first tax year, the earliest of: the date it first had shareholders, first had assets, or began doing business. |
Item F | Selected tax year | A calendar year or another permitted tax year; checking a fiscal-year box means also completing Part II. |
Column J | Name and address of each shareholder (or former shareholder) required to consent | Who must be listed depends on when you file; see the consent rules below. |
Column L | Number of shares each shareholder owns as of the filing date, plus acquisition date | LLCs without stock enter each owner's percentage of ownership and acquisition dates instead. |
Column M | SSN (individuals) or EIN (estates, qualified trusts, exempt organizations) | |
Column N | Month and day each shareholder's own tax year ends |
Who has to consent depends on timing. If you file before the Item E effective date, only shareholders who own stock on the day you file need to consent. If you file on or after that date, everyone who owned stock at any time from the Item E date through the filing date must consent, either in column K or on a separate consent statement.
An authorized officer (president, vice president, treasurer, assistant treasurer, chief accounting officer, or another corporate officer authorized to sign, such as a tax officer) has to sign and date the form itself. If it's not signed, the IRS won't consider it timely filed.
Filing method: the instructions direct you to send the original election (no photocopies) by mail, or to fax it, to the IRS service center listed for your state. If you fax it, keep the original Form 2553 with your company's permanent records. Certain late elections can be attached to Form 1120-S instead.
The correct mailing address or fax number depends on where your business is located, and the IRS updates that table periodically. Check the current address list in the Form 2553 instructions on irs.gov rather than relying on an address you find elsewhere.
Missed the deadline? Rev. Proc. 2013-30 can still save it
If you missed the 2-months-15-days window, Rev. Proc. 2013-30 provides a path to late-election relief.
To qualify, you generally need to show:
The entity intended to be treated as an S-corp as of the intended effective date.
The only reason it failed to qualify was the late filing, not a substantive eligibility problem.
There's reasonable cause for the late filing, and the entity acted diligently to correct the mistake once it was discovered.
All shareholders reported their income consistent with S-corp status for the period in question, meaning nobody filed their personal return as if the business were still taxed under its default treatment.
Relief is generally available within 3 years and 75 days of the effective date you enter on Line E of Form 2553. Write "FILED PURSUANT TO REV. PROC. 2013-30" in the top margin of the form when you file for late relief; that tells the IRS you're requesting relief under that procedure.
A missed deadline is a real problem, but it doesn't have to end the election. If you catch it within 3 years and 75 days, can show reasonable cause, and your shareholders have been filing as though the election was in effect, you can request relief.
Where this leaves you
Form 2553 changes how your existing LLC or corporation is taxed, not what it legally is. Mail or fax it within 2 months and 15 days of the start of the tax year you want the election to cover, commonly March 15, with every required shareholder's signed consent and an authorized officer's signature.
Miss the window? Rev. Proc. 2013-30 gives you a real path back if you can show reasonable cause, generally within 3 years and 75 days of your intended effective date.
Not sure S-corp is the right call yet? Compare it against staying an LLC or a straight C-corp before you file.
FAQs
Yes, if it's eligible to elect corporate tax treatment. An eligible LLC does not need to file Form 8832 first; filing Form 2553 handles both steps at once, treating the LLC as a corporation for tax purposes as of the election's effective date.
The same rule that applies to a corporation: no more than 2 months and 15 days after the beginning of the tax year the election should take effect, or at any time during the preceding tax year. For an existing calendar-year LLC, that's March 15. For an election in the LLC's first tax year, the tax year starts on the earliest of the date it first had owners, first had assets, or began doing business.
No. Your LLC stays an LLC (or your corporation stays a corporation) for every state-law purpose: liability protection, operating agreement, registered agent, and so on. Only the entity's federal tax treatment changes.
Directly from the IRS. The current fillable PDF and instructions are at irs.gov/forms-pubs/about-form-2553. The IRS updates this page periodically, so use the current version rather than a saved or third-party copy.
You can apply for late-election relief under Rev. Proc. 2013-30, which is generally available within 3 years and 75 days of your intended effective date if you can show reasonable cause for the late filing and your shareholders have already reported income consistent with S-corp status.
The IRS instructions direct you to mail the original Form 2553 (no photocopies) or fax it to the IRS service center listed for your state. If you fax it, keep the original with your company's permanent records. Certain late elections can be attached to Form 1120-S instead.
It depends on where your business is located, and the IRS updates the address and fax number table periodically. Check the current list in the Form 2553 instructions on irs.gov rather than an address found elsewhere.
Up to 100. Certain spouses and family members can be counted as a single shareholder under IRS attribution rules, which effectively extends that limit for closely held family businesses.
Item A asks for the company's EIN, so apply for one first if you don't have it. If the EIN hasn't arrived by the time the form is due, the IRS instructions let you enter "Applied For" and the date you applied.
Not necessarily. Founders who receive restricted stock in a new corporation often consider a separate 83(b) election. Each founder files it individually, no later than 30 days after the stock is transferred, and it covers how that restricted stock is taxed, not how the company is taxed.
Yes, an S-corp election can be revoked, but it's a separate filing with its own rules and its own effect on when the revocation takes effect. That process isn't covered in this guide since it's a distinct filing from the initial election, though it's worth knowing upfront that a revoked or terminated election generally can't be re-elected for five years without IRS consent, so it's not a decision to make lightly.