If your LLC or C-corp is eligible, filing IRS Form 2553 lets you elect to have the business taxed as an S-corporation instead of under your entity's default tax treatment. 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 you haven't incorporated yet, start with our incorporation checklist and come back once you have an EIN.
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: mail or fax only. There's no e-file option for Form 2553, and there's no IRS fee to file it.
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, taxed in full for Social Security and Medicare 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 separately file Form 8832 first: the IRS treats it as a corporation as of the S-corp election's effective date, automatically, as part of processing Form 2553. (There's a narrow exception for certain late-8832 relief scenarios where both forms get filed together, but that's a corner case, not the default path.)
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 and its owners on paper, nothing else. 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 | Required before you file; there's no filing this form with an EIN "pending." |
Item E | Effective date of the election | Earliest of: first had shareholders, first had assets, or began doing business. |
Item F | Selected tax year | Usually calendar year; a fiscal year requires additional justification. |
Column J | Name and address of each shareholder (or former shareholder) required to consent | Everyone who held stock from the Item E date through the filing date. |
Column L | Number of shares each shareholder owns as of the filing date, plus acquisition date | |
Column M | SSN (individuals) or EIN (estates, qualified trusts, exempt organizations) | |
Column N | Month and day each shareholder's own tax year ends |
Every shareholder or former shareholder who held stock at any point between the Item E effective date and the filing date has to consent to the election, in writing, on the form.
An authorized officer (president, vice president, treasurer, assistant treasurer, or chief accounting officer) has to sign and date the form itself. If it's not signed, the IRS won't consider it timely filed, regardless of when it was mailed.
Filing method: mail or fax only. Form 2553 has no e-file option, which surprises people used to filing most federal forms online. There's no IRS fee to file it.
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, and it's used often enough that it's worth planning around rather than treating as a last resort.
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's what tells the IRS to process it under the relief procedure instead of rejecting it as untimely.
A missed deadline is a real problem, but rarely a fatal one. Catch it within a few years, with shareholders already filing as though the election was in effect, and you're likely fine. The standard is reasonable cause, which the IRS has granted routinely for over a decade when the other three conditions are met.
Where this leaves you
Form 2553 changes how your existing LLC or corporation is taxed, not what it legally is. File it by mail or fax (there's no e-file option) within 2 months and 15 days of the tax year you want the election to cover, commonly March 15. Attach every current and former shareholder's signed consent.
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 2-months-and-15-days rule that applies to a corporation applies to an LLC. The clock starts from whichever comes first among the date the LLC first had shareholders, first had assets, or began doing business, and commonly lands on March 15 for calendar-year filers.
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.
No. Form 2553 must be mailed or faxed to the IRS; there's no e-file option for this form.
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.
No. Eligible shareholders are limited to individuals, estates, certain exempt organizations, and certain trusts. Corporate and partnership shareholders disqualify the election.
Yes. You'll need to get an EIN before you file Form 2553. Item A on the form asks for it, and the form isn't complete without it.
Not necessarily. Many new corporations also consider a separate 83(b) election for founder equity. It has its own 30-day deadline and covers a different decision: how restricted stock is taxed, not how the entity itself 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.