Home › Form 2553

Form 2553: How to Elect S Corp Status (and When It's Due)

Form 2553 (Election by a Small Business Corporation) is the IRS form a corporation — or an eligible LLC — files to be taxed as an S corporation. It's short, there's no IRS filing fee printed on it, and it's filed by mail or fax. The tricky parts are the deadline, the eligibility tests, and getting every shareholder's signature.

Everything below comes from the IRS: the Instructions for Form 2553 (Rev. December 2020, for the December 2017 form; IRS page reviewed 30 Apr 2026) and the IRS pages listed under Sources. We checked them on 2026-10-14. This is general information, not tax advice. An S election changes how you're taxed and handle payroll, so it's worth a CPA's review first.

What Form 2553 does

Per the IRS, a corporation or other entity eligible to elect to be treated as a corporation uses Form 2553 to make the election under section 1362(a) to be an S corporation. Once accepted, the business's income generally passes through to the shareholders' personal returns instead of being taxed at the corporate level. That's how the IRS describes S corporations: avoiding double taxation, though an S corp can still owe entity-level tax on certain built-in gains and passive income.

Remember: an S corp is a tax status, not a type of company you form with the state. If you're still deciding whether it's worth it, read LLC vs S corp first. The usual reason owners elect is to pay payroll tax on a reasonable salary instead of self-employment tax on all profit.

Who can elect S corp status

The IRS instructions list tests the business must meet all of:

1. Domestic. It's a domestic corporation, or a domestic entity eligible to elect to be treated as a corporation (which includes a US LLC).
2. No more than 100 shareholders. A married couple (and their estates) can count as one, and so can members of a family as defined in section 1361(c)(1).
3. Only allowable shareholders: individuals, estates, certain trusts, and certain exempt organizations. The IRS S corporation page adds that shareholders may not be partnerships, corporations, or nonresident aliens.
4. No nonresident alien shareholders, other than as potential current beneficiaries of an ESBT.
5. One class of stock, ignoring differences in voting rights. Generally that means all outstanding shares give identical rights to distribution and liquidation proceeds.
6. Not an ineligible corporation: for example certain banks and thrifts, insurance companies, and DISCs or former DISCs.
7. An allowed tax year: usually a calendar year ending December 31. Fiscal years need extra justification in Part II.
8. Every shareholder consents by signing.

LLCs and "one class of stock": an LLC has no stock, so the IRS asks LLCs to list each owner's percentage of ownership on the form. If your operating agreement gives members different distribution or liquidation rights (preferred returns, special allocations), ask a tax professional whether that creates a second class of stock before you elect.

Electing S corp status for an LLC: do you need Form 8832?

Usually no. Form 8832 (Entity Classification Election) is how an LLC normally elects to be taxed as a corporation. But the Form 2553 instructions say an eligible entity that timely files Form 2553 and meets the tests is treated as a corporation as of the effective date of the S election and doesn't need to file Form 8832.

By default, the IRS taxes a one-member LLC as a disregarded entity and a multi-member LLC as a partnership. Form 2553 moves a qualifying LLC straight to S corporation treatment. After that, the IRS says the LLC files Form 1120-S, and S corporation rules apply.

Form 8832 still comes up if an LLC already elected C-corporation treatment, or if the business is asking for late relief on both elections at once (Part IV of Form 2553 covers that; see below).

Form 2553 deadline and effective date

File Form 2553:

• No more than 2 months and 15 days after the start of the tax year the election should take effect, or
• at any time during the tax year before the one it should take effect in.

The 2-month period begins on the day the tax year starts and ends the day before the same date two months later. The IRS gives these examples:

On line E (effective date), a business electing for its first tax year enters the earliest of: the date it first had shareholders (owners), first had assets, or began doing business. For a new company that's usually not January 1, and the form itself warns about this.

Example: an existing calendar-year LLC that wants S treatment starting January 1, 2027 can file any time in 2026, up to March 15, 2027, using the IRS's 2-months-15-days rule. If it's filed later, the election generally takes effect the following tax year unless late-election relief applies.

How to file Form 2553, step by step

1. Get an EIN first. Line A asks for the business's EIN. If you don't have one, the IRS says to apply first (online is free and immediate). If it hasn't arrived by the time you file, write "Applied For" and the date you applied. See our EIN guide.
2. Download the current form from IRS.gov/Form2553 (the current revision is December 2017).
3. Fill in Part I: the exact legal name and address (exactly as on your formation document), date and state of formation, the effective date (line E), the tax year (line F: most small businesses pick calendar year), and a contact officer (line H).
4. List every shareholder (columns J–N): name and address, ownership (LLCs enter percentages and acquisition dates), SSN or EIN, and tax year end. If you file on or after the effective date, anyone who owned an interest at any point between the effective date and the filing date must consent too.
5. Collect signatures. Each shareholder signs the consent in column K (or a separate consent statement). An authorized officer signs page 1. The IRS says an unsigned Form 2553 won't be considered timely filed. If spouses have a community interest, both must consent.
6. Complete Part II only if you chose a fiscal year (box F2 or F4). Part III is only for qualified subchapter S trusts.
7. Mail or fax the original to the IRS center for your state (table below). Keep proof, such as a certified-mail receipt or fax confirmation. If you fax, keep the original in your records.

Where to file (IRS, as of 2026-10-14)

Source: IRS — Where to file Form 2553. Addresses change from time to time, so check that page on the day you send. Private delivery services use different street addresses (IRS.gov/PDSStreetAddresses).

Can you file Form 2553 online? Not as a standalone filing. The IRS says to mail or fax it. The one electronic route is attaching it as a PDF named "Form2553.pdf" to a timely e-filed return, as described on the IRS page on filing status changes.

After you file: acceptance

The IRS service center notifies you whether the election is accepted and when it takes effect, generally within 60 days. If you hear nothing within 2 months (5 months if you asked for a fiscal year under box Q1), the instructions say to call 1-800-829-4933. If the IRS ever questions whether you filed, acceptable proof includes a timely postmarked certified or registered mail receipt, a stamped copy, or the IRS acceptance letter. Keep that letter with your permanent records.

The instructions also warn: don't file Form 1120-S for any year before the election takes effect. Keep filing your current return type until then.

What changes once you're an S corp

• A reasonable salary through payroll. The IRS says S corporations must pay reasonable compensation to a shareholder-employee for their services before taking non-wage distributions, and it can reclassify distributions as wages. Factors the IRS lists include training and experience, duties, time spent, and what comparable businesses pay for similar services.
• Employment tax filings. Running payroll means withholding and the employer returns the IRS lists for S corps: Form 941 (quarterly) and Form 940 (FUTA), plus W-2s.
• An annual Form 1120-S. Generally due by the 15th day of the 3rd month after the tax year ends (around mid-March for calendar-year companies; the date moves to the next business day if it falls on a weekend or holiday), per the Form 1120-S instructions. Each owner gets a Schedule K-1.
• Personal returns. Shareholders report their share on Form 1040 (Schedule E and the forms listed on their K-1) and may need estimated tax payments (Form 1040-ES).
• Health insurance. Premiums paid for a more-than-2% shareholder-employee are reported as W-2 wages with special rules. Have your payroll provider set this up correctly.
• Your state. State treatment of S corporations varies. Check your state tax agency, and keep up your normal LLC annual reports (see fees by state).

Missed the deadline? Late election relief

A late Form 2553 generally takes effect for the following tax year. The IRS does offer relief under Rev. Proc. 2013-30 if all of these apply:

• you intended to be an S corp from the date on line E and failed only because the form was late;
• you had reasonable cause and acted diligently once you found the mistake;
• you file within 3 years and 75 days of the intended effective date (corporations have a narrow exception);
• the shareholders reported their income consistently with S status.

To request it, write "FILED PURSUANT TO REV. PROC. 2013-30" at the top of Form 2553 and explain the reasonable cause on line I. An LLC that also missed the corporate classification election attaches the Part IV representations. If you don't qualify, the alternative is a private letter ruling with a user fee. See IRS — Late election relief.

Ending the election

Once made, the election stays in effect until it's terminated or revoked. After that, the instructions say you generally need IRS consent to elect again before the 5th tax year after the termination took effect. Don't treat it as a year-to-year switch.

Is it worth filing?

It depends on your profit, the salary you'd have to pay yourself, and the extra payroll and accounting costs. Run the numbers in LLC vs S corp. If you're earlier on the path, start with sole proprietorship vs LLC.

Sources

• IRS — Instructions for Form 2553 (Rev. December 2020) · PDF
• IRS — About Form 2553 · Form 2553 (Rev. December 2017) PDF
• IRS — Where to file Form 2553
• IRS — S corporations
• IRS — Limited liability company (LLC) · LLC filing as a corporation or partnership
• IRS — Filing requirements for filing status change
• IRS — S corporation compensation and medical insurance issues
• IRS — Late election relief
• IRS — Instructions for Form 1120-S

FAQ

Last updated 2026-10-14. Not legal or tax advice.