Missed the S-Corp Election Deadline? How to File a Late Form 2553

If your company was meant to be taxed as an S corporation this year and Form 2553 never went in, or went in after the deadline, the election did not take effect when you intended. That gap can usually be closed, often without a fee.

The IRS offers simplified late election relief under Revenue Procedure 2013-30. A corporation or LLC that intended to be an S corp can file Form 2553 within 3 years and 75 days of the date it wanted the election to start, write "FILED PURSUANT TO REV. PROC. 2013-30" at the top, and attach a reasonable cause statement. If the IRS accepts it, the election is treated as if it had been filed on time.

The normal deadline is 2 months and 15 days into the tax year

Form 2553 must be filed no more than 2 months and 15 days after the start of the tax year the election is meant to cover. It can also be filed at any time during the year before. For a calendar-year company, that means March 15, moved to the next business day when it falls on a weekend. For a new company, the clock starts on the first day the company has shareholders, acquires assets, or begins doing business, whichever comes first.

An election filed after the deadline without a relief request is not rejected outright. It is generally treated as effective for the following tax year. If that outcome is acceptable, the simplest fix may be to let the election start next year. Relief matters when you want S corp treatment for the year you missed.

Rev. Proc. 2013-30 covers most late elections

Revenue Procedure 2013-30 lets the IRS treat a late Form 2553 as timely without a private letter ruling. There is no user fee. The relief is available when all of the following are true.

The company intended to be an S corp from the effective date requested. The election is backdated to that date, so the intent has to have existed then.

Relief is requested within 3 years and 75 days of that date. For an election meant to take effect January 1, 2026, that window runs to March 17, 2029.

Late filing is the only problem. The company must have otherwise qualified as an S corporation for the whole period, with eligible shareholders, no more than 100 of them, and one class of stock.

There is reasonable cause for the delay. The company has to explain why the form was not filed on time and show it acted diligently once the problem was found.

An exception removes the 3-year-75-day limit for companies that have been filing as S corps all along. If the only defect is the missing Form 2553, the company and its shareholders reported consistently with S corp status, and the first Form 1120-S was filed within six months of its due date, relief can still be available after the window has closed.

LLCs can make both elections on one form

An LLC is not a corporation by default, so an S corp election for an LLC is technically two elections: one to be classified as a corporation, and one to be taxed under subchapter S. A separate Form 8832 is not required for the first. An eligible LLC that files a valid Form 2553 is treated as having elected corporate classification at the same time.

Rev. Proc. 2013-30 extends this to late elections. A single late Form 2553, with the same reasonable cause statement, can request relief for both the classification election and the S election.

The late filing has three required parts

A late election under Rev. Proc. 2013-30 is a regular Form 2553 with additions. Missing any one of them is a common reason relief is denied.

The header. Write "FILED PURSUANT TO REV. PROC. 2013-30" in the top margin of page 1. This routes the form to the right review instead of being processed as an untimely election.

The reasonable cause statement. Explain specifically why the election was late and what the company did once it found out. Statements that name the actual cause (a missed handoff between advisors, a filing that was prepared but never sent, a misunderstanding about whether the LLC needed to file) tend to hold up better than general claims of oversight. Form 2553 has a space for this statement in Part I.

Shareholder consistency statements. Everyone who was a shareholder at any time between the intended effective date and the date the late election is filed must sign a statement, under penalties of perjury, that they reported their income on all affected returns consistently with S corp status. Former shareholders who sold out during that period are included.

Form 2553 still needs every standard element, including each shareholder's consent and the intended effective date on line E. For the full form, eligibility rules, and how the election is maintained afterward, Inkle has a complete guide to IRS Form 2553 and S corporation elections.

The form is filed by mail or fax, not e-file

Form 2553 cannot be e-filed on its own. It is mailed or faxed to the IRS service center listed in the Form 2553 instructions for the company's state. Fax is faster and gives a transmission receipt, which is useful evidence of when the election was filed.

The late election is usually filed as a standalone form, separate from any tax return. The company should wait for the IRS acceptance letter before filing Form 1120-S for a year covered by the relief request. In some cases the late Form 2553 can instead be attached to the company's first Form 1120-S, with "INCLUDES LATE ELECTION(S) FILED PURSUANT TO REV. PROC. 2013-30" written at the top of the return, but this path depends on timing and is easier to get wrong.

The IRS generally responds within about 60 days. If nothing arrives in that time, follow up with the service center before filing any return that assumes the election was accepted.

Returns already filed the wrong way need to be fixed

Many late elections are discovered after the company has already filed a year's return as something other than an S corp. A single-member LLC may have reported on Schedule C, a multi-member LLC on Form 1065, or a corporation on Form 1120.

The shareholder consistency requirement means those returns cannot simply stand. Returns for the affected years generally need to be amended or replaced so the company and its shareholders report as an S corp from the intended effective date. If shareholders reported income inconsistently and cannot sign the consistency statement, relief under Rev. Proc. 2013-30 may not be available.

Payroll is the other area to check. An S corp owner who works in the business is expected to take a reasonable salary through payroll. If the election is backdated to January 1 but no payroll was run, the year is open to the question of whether distributions should have been salary. This is worth reviewing before the relief request goes in, not after the IRS accepts it.

A private letter ruling is the fallback

If the company falls outside Rev. Proc. 2013-30, because the window has passed and the exception does not apply, or because late filing is not the only defect, relief is still possible through a private letter ruling. This means a formal request to the IRS National Office, a user fee set in the IRS's annual revenue procedure, and a longer timeline. Separate relief exists for elections that were filed but invalid for other reasons, such as a missing shareholder consent.

For most companies that simply missed the March deadline in a recent year, the letter ruling route is not needed.

The bottom line

Missing the Form 2553 deadline is common and usually fixable. The question to settle first is whether you need S corp treatment for the year you missed, or whether starting next year is good enough. If it is the missed year, Rev. Proc. 2013-30 gives you a defined window, a fixed set of documents, and no fee, but the relief is only as clean as the returns around it. Get every shareholder's statement, correct any returns filed under the wrong classification, and look at payroll for the backdated period before filing, so the accepted election does not open a second problem.

Frequently asked questions

Can I file Form 2553 late?

Yes. Under Rev. Proc. 2013-30, a late Form 2553 can be treated as timely if it is filed within 3 years and 75 days of the intended effective date, late filing is the only defect, and there is reasonable cause. Without a relief request, a late election generally takes effect the following tax year.

What counts as reasonable cause for a late S corp election?

The IRS looks for a specific explanation of why the form was not filed and evidence that the company acted promptly once it found out. Common accepted causes include reliance on an advisor who failed to file, a form that was prepared but never submitted, and a misunderstanding about the filing requirement. The statement should describe what actually happened.

Is there a fee for late S corp election relief?

No fee applies under Rev. Proc. 2013-30. A fee applies only if the company falls outside that procedure and has to request a private letter ruling from the IRS.

Does my LLC need to file Form 8832 before a late Form 2553?

No. An eligible LLC that files Form 2553 is treated as also electing to be classified as a corporation. A late Form 2553 filed under Rev. Proc. 2013-30 can request relief for both elections at once.

What happens if I already filed Form 1065 or Schedule C for the year?

Those returns generally need to be amended so the company and its shareholders report consistently with S corp status from the intended effective date. Every shareholder during the period must sign a statement confirming consistent reporting, so mismatched returns need to be corrected for relief to work.

How long does the IRS take to approve a late Form 2553?

The IRS typically responds within about 60 days with an acceptance or rejection letter. The company should not file Form 1120-S for a year covered by the request until it has the acceptance letter.