Form 2553: S Corporation Election, Deadline and Eligibility
Form 2553 is the form a corporation, or an entity eligible to be treated as a corporation, uses to elect S corporation status under section 1362(a). The Instructions for Form 2553 (Rev. December 2020) say to complete and file it no more than 2 months and 15 days after the beginning of the tax year the election is to take effect, or at any time during the tax year preceding it, and the corporation must meet all eight tests under Who May Elect, including no more than 100 shareholders and only one class of stock.
Maintained by Archie Chang · Sources checked against IRS text on November 2, 2026 · Methodology & sources
What Form 2553 does
The IRS About Form 2553 page and the instructions describe the form like this:
“A corporation or other entity eligible to be treated as a corporation files this form to make an election under section 1362(a) to be an S corporation.”
“A corporation or other entity eligible to elect to be treated as a corporation must use Form 2553 to make an election under section 1362(a) to be an S corporation. An entity eligible to elect to be treated as a corporation that meets certain tests discussed below will be treated as a corporation as of the effective date of the S corporation election and doesn’t need to file Form 8832, Entity Classification Election.”
“The income of an S corporation generally is taxed to the shareholders of the corporation rather than to the corporation itself. However, an S corporation may still owe tax on certain income.”
The form itself says, in a note on page 1, what has to be in place for the election to be accepted:
“Note: This election to be an S corporation can be accepted only if all the tests are met under Who May Elect in the instructions, all shareholders have signed the consent statement, an officer has signed below, and the exact name and address of the corporation (entity) and other required form information have been provided.”
“You can fax this form to the IRS. See separate instructions.”
Who may elect: the eight tests
The Instructions for Form 2553 (Rev. December 2020) list eight numbered tests under Who May Elect. Each is copied below with the IRS’s wording, including the lettered sub-items under tests 6 and 7. The numbers 1 through 8 are the IRS’s own.
“A corporation or other entity eligible to elect to be treated as a corporation may elect to be an S corporation only if it meets all the following tests.”
- It is (a) a domestic corporation, or (b) a domestic entity eligible to elect to be treated as a corporation, that timely files Form 2553 and meets all the other tests listed below. If Form 2553 isn’t timely filed, see Relief for Late Elections, later.
- It has no more than 100 shareholders. You can treat an individual and his or her spouse (and their estates) as one shareholder for this test. You can also treat all members of a family (as defined in section 1361(c)(1)(B)) and their estates as one shareholder for this test. For additional situations in which certain entities will be treated as members of a family, see Regulations section 1.1361-1(e)(3)(ii). All others are treated as separate shareholders. For details, see section 1361(c)(1).
- Its only shareholders are individuals, estates, exempt organizations described in section 401(a) or 501(c)(3), or certain trusts described in section 1361(c)(2)(A).
- It has no nonresident alien shareholders (other than as potential current beneficiaries of an ESBT).
- It has only one class of stock (disregarding differences in voting rights). Generally, a corporation is treated as having only one class of stock if all outstanding shares of the corporation's stock confer identical rights to distribution and liquidation proceeds. See Regulations section 1.1361-1(l) for details.
- It isn’t one of the following ineligible corporations. a. A bank or thrift institution that uses the reserve method of accounting for bad debts under section 585. b. An insurance company subject to tax under subchapter L of the Code. c. A domestic international sales corporation (DISC) or former DISC.
- It has or will adopt or change to one of the following tax years. a. A tax year ending December 31. b. A natural business year. c. An ownership tax year. d. A tax year elected under section 444. e. A 52-53-week tax year ending with reference to a year listed above. f. Any other tax year (including a 52-53-week tax year) for which the corporation (entity) establishes a business purpose.
- Each shareholder consents as explained in the instructions for column K.
Tests 2 and 3 refer to special rules for families and trusts. The instructions point to the Part III instructions for the qualified subchapter S trust (QSST) election and to Regulations section 1.1361-1(m) for the electing small business trust (ESBT) election; this page does not reproduce those rules. The instructions have other unnumbered paragraphs around the tests, on elections that weren’t timely made (Rev. Proc. 2013-30), on the Part II tax-year choices including a section 444 election, on the statutes behind the tests, and on a qualified subchapter S subsidiary election (Form 8869); this page does not reproduce them either.
When to file: the 2 months and 15 days rule
The instructions give two windows for filing Form 2553, and then define how the 2 months are counted:
“Complete and file Form 2553:
No more than 2 months and 15 days after the beginning of the tax year the election is to take effect, or
At any time during the tax year preceding the tax year it is to take effect.”
“For this purpose, the 2-month period begins on the day of the month the tax year begins and ends with the close of the day before the numerically corresponding day of the second calendar month following that month. If there is no corresponding day, use the close of the last day of the calendar month.”
The Item E instructions repeat the rule, and point to the exceptions:
“Form 2553 generally must be filed no later than 2 months and 15 days after the date entered for item E. For details and exceptions, see When To Make the Election and Relief for Late Elections, earlier.”
The IRS works through the count in three examples: Example 1 has no prior tax year, Example 2 has a prior tax year, and Example 3 has a tax year of less than 2½ months:
“Example 1. No prior tax year. A calendar year small business corporation begins its first tax year on January 7. The 2-month period ends March 6 and 15 days after that is March 21. To be an S corporation beginning with its first tax year, the corporation must file Form 2553 during the period that begins January 7 and ends March 21. Because the corporation had no prior tax year, an election made before January 7 won’t be valid.”
“Example 2. Prior tax year. A calendar year small business corporation has been filing Form 1120 as a C corporation but wishes to make an S election for its next tax year beginning January 1. The 2-month period ends February 28 (29 in leap years) and 15 days after that is March 15. To be an S corporation beginning with its next tax year, the corporation must file Form 2553 during the period that begins the first day (January 1) of its last year as a C corporation and ends March 15th of the year it wishes to be an S corporation. Because the corporation had a prior tax year, it can make the election at any time during that prior tax year.”
“Example 3. Tax year less than 21/2 months. A calendar year small business corporation begins its first tax year on November 8. The 2-month period ends January 7 and 15 days after that is January 22. To be an S corporation beginning with its short tax year, the corporation must file Form 2553 during the period that begins November 8 and ends January 22. Because the corporation had no prior tax year, an election made before November 8 won’t be valid.”
The dates in those examples belong to the IRS’s examples; this page does not work out a deadline for any other start date. The Instructions for Form 2553 (Rev. December 2020) do not say what happens when a date falls on a Saturday, Sunday or legal holiday.
Late election relief
The instructions describe relief for a late election by a corporation, with a reasonable-cause requirement:
“A late election to be an S corporation generally is effective for the tax year following the tax year beginning on the date entered on line E of Form 2553. However, relief for a late election may be available if the corporation can show that the failure to file on time was due to reasonable cause.”
“To request relief for a late election, a corporation that meets the following requirements must explain the reasonable cause for failure to timely file the election and its diligent actions to correct the mistake upon discovery. This information can be provided on line I of Form 2553 or on an attached statement.”
The requirements the instructions list for a corporation, with the IRS’s numbering and lettering:
- The corporation intended to be classified as an S corporation as of the date entered on line E of Form 2553;
- The corporation fails to qualify as an S corporation (see Who May Elect, earlier) on the effective date entered on line E of Form 2553 solely because Form 2553 wasn’t filed by the due date (see When To Make the Election, earlier);
- The corporation has reasonable cause for its failure to timely file Form 2553 and has acted diligently to correct the mistake upon discovery of its failure to timely file Form 2553;
- Form 2553 will be filed within 3 years and 75 days of the date entered on line E of Form 2553; and
- A corporation that meets requirements (1) through (4) must also be able to provide statements from all shareholders who were shareholders during the period between the date entered on line E of Form 2553 and the date the completed Form 2553 is filed stating that they have reported their income on all affected returns consistent with the S corporation election for the year the election should have been made and all subsequent years. Completion of Form 2553, Part I, column K, Shareholder's Consent Statement (or similar document attached to Form 2553), will meet this requirement; or
- A corporation that meets requirements (1) through (3) but not requirement (4) can still request relief for a late election on Form 2553 if the following statements are true. a. The corporation and all its shareholders reported their income consistent with S corporation status for the year the S corporation election should have been made, and for every subsequent tax year (if any); b. At least 6 months have elapsed since the date on which the corporation filed its tax return for the first year the corporation intended to be an S corporation; and c. Neither the corporation nor any of its shareholders was notified by the IRS of any problem regarding the S corporation status within 6 months of the date on which the Form 1120-S for the first year was timely filed.
“To request relief for a late election when the above requirements aren’t met, the corporation generally must request a private letter ruling and pay a user fee in accordance with Rev. Proc. 2021-1, 2021-1 I.R.B. 1 (or its successor).”
The instructions also say how a late election is marked and where it can be filed:
“When filing Form 2553 for a late S corporation election, the corporation (entity) must enter in the top margin of the first page of Form 2553 “FILED PURSUANT TO REV. PROC. 2013-30.””
“The election can be filed with the current Form 1120-S if all earlier Forms 1120-S have been filed. The election can be attached to the first Form 1120-S for the year including the effective date if filed simultaneously with any other delinquent Forms 1120-S. Form 2553 can also be filed separately.”
For an entity that is eligible to elect to be treated as a corporation, the instructions have a separate section with its own requirements:
“A late election to be an S corporation and a late entity classification election for the same entity may be available if the entity can show that the failure to file Form 2553 on time was due to reasonable cause. Relief must be requested within 3 years and 75 days of the effective date entered on line E of Form 2553.”
Part IV of the form carries the representations for a late entity classification election. The instructions’ full list of eight requirements for the entity is not reproduced here; the form’s own Part IV text reads:
“If a late entity classification election was intended to be effective on the same date that the S corporation election was intended to be effective, relief for a late S corporation election must also include the following representations.”
- 1 The requesting entity is an eligible entity as defined in Regulations section 301.7701-3(a);
- 2 The requesting entity intended to be classified as a corporation as of the effective date of the S corporation status;
- 3 The requesting entity fails to qualify as a corporation solely because Form 8832, Entity Classification Election, was not timely filed under Regulations section 301.7701-3(c)(1)(i), or Form 8832 was not deemed to have been filed under Regulations section 301.7701-3(c)(1)(v)(C);
- 4 The requesting entity fails to qualify as an S corporation on the effective date of the S corporation status solely because the S corporation election was not timely filed pursuant to section 1362(b); and
- 5a The requesting entity timely filed all required federal tax returns and information returns consistent with its requested classification as an S corporation for all of the years the entity intended to be an S corporation and no inconsistent tax or information returns have been filed by or with respect to the entity during any of the tax years, or
- b The requesting entity has not filed a federal tax or information return for the first year in which the election was intended to be effective because the due date has not passed for that year’s federal tax or information return.
Shareholder consent and signatures
Each shareholder consents on the form or on a separate statement, and the instructions list who signs for whom:
“Each shareholder consents by signing and dating either in column K or on a separate consent statement. The following special rules apply in determining who must sign.”
- If an individual and his or her spouse have a community interest in the stock or in the income from it, both must consent. For more information about community property, see Pub. 555.
- Each tenant in common, joint tenant, and tenant by the entirety must consent.
- A minor's consent is made by the minor, legal representative of the minor, or a natural or adoptive parent of the minor if no legal representative has been appointed.
- The consent of an estate is made by the executor or administrator.
- The consent of an electing small business trust (ESBT) is made by the trustee and, if a grantor trust, the deemed owner. See Regulations section 1.1362-6(b)(2)(iv) for details.
- If the stock is owned by a qualified subchapter S trust (QSST), the deemed owner of the trust must consent.
- If the stock is owned by a trust (other than an ESBT or QSST), the person treated as the shareholder by section 1361(c)(2)(B) must consent.
The instructions say which shareholders have to consent depending on when the election is filed:
“For an election filed before the effective date entered for item E, only shareholders who own stock on the day the election is made need to consent to the election. For an election filed on or after the effective date entered for item E, all shareholders or former shareholders who owned stock at any time during the period beginning on the effective date entered for item E and ending on the day the election is made must consent to the election.”
The statement the shareholder signs on the form includes this sentence:
“I understand my consent is binding and may not be withdrawn after the corporation (entity) has made a valid election.”
An officer signs the election itself:
“Form 2553 must be signed and dated by the president, vice president, treasurer, assistant treasurer, chief accounting officer, or any other corporate officer (such as tax officer) authorized to sign. If Form 2553 isn’t signed, it won’t be considered timely filed.”
After the election is filed
The instructions describe notice of acceptance and what continues until the election takes effect:
“The service center will notify the corporation (entity) if its election is accepted and when it will take effect. The corporation (entity) will also be notified if its election isn’t accepted. The corporation (entity) should generally receive a determination on its election within 60 days after it has filed Form 2553.”
“Do not file Form 1120-S for any tax year before the year the election takes effect. If the corporation (entity) is now required to file Form 1120, U.S. Corporation Income Tax Return, or any other applicable tax return, continue filing it until the election takes effect.”
They also say how long an election lasts and when IRS consent is needed for another one:
“Once the election is made, it stays in effect until it is terminated or revoked. IRS consent generally is required for another election by the corporation (or a successor corporation) on Form 2553 for any tax year before the 5th tax year after the first tax year in which the termination or revocation took effect. See Regulations section 1.1362-5 for details.”
The four parts of Form 2553 (Rev. December 2017)
| Part | Title as printed |
|---|---|
| Part I | Election Information |
| Part II | Selection of Fiscal Tax Year (see instructions) |
| Part III | Qualified Subchapter S Trust (QSST) Election Under Section 1361(d)(2)* |
| Part IV | Late Corporate Classification Election Representations (see instructions) |
Part III is the QSST election, and the form’s footnote to it reads:
“*Use Part III to make the QSST election only if stock of the corporation has been transferred to the trust on or before the date on which the corporation makes its election to be an S corporation. The QSST election must be made and filed separately if stock of the corporation is transferred to the trust after the date on which the corporation makes the S election.”
Part II covers the selection of a fiscal tax year, and the instructions say to complete it if box (2) or (4) in Part I, item F, is checked; the item-by-item rules for Part II are in the IRS instructions and are not reproduced on this page. The filing addresses and fax numbers in the instructions carry the IRS’s own caution that the filing information is subject to change, so this page does not copy them; the IRS About Form 2553 page links a Where to File page for Form 2553.
Frequently asked questions
What is Form 2553?
The IRS About Form 2553 page says: “A corporation or other entity eligible to be treated as a corporation files this form to make an election under section 1362(a) to be an S corporation.” The Instructions for Form 2553 (Rev. December 2020) add that the income of an S corporation generally is taxed to the shareholders rather than to the corporation itself, and that an S corporation may still owe tax on certain income.
When is Form 2553 due?
The Instructions for Form 2553 (Rev. December 2020) say to complete and file it no more than 2 months and 15 days after the beginning of the tax year the election is to take effect, or at any time during the tax year preceding the tax year it is to take effect. IRS Example 2 in the instructions, for a calendar year corporation making the election for its next tax year beginning January 1, ends the period on March 15 of the year it wishes to be an S corporation. The Instructions for Form 2553 (Rev. December 2020) do not say what happens when a date falls on a Saturday, Sunday or legal holiday.
Who may elect to be an S corporation?
The IRS says an eligible corporation or entity “may elect to be an S corporation only if it meets all the following tests,” and the instructions list eight: a domestic corporation or domestic entity that timely files, no more than 100 shareholders, only certain kinds of shareholders, no nonresident alien shareholders (other than as potential current beneficiaries of an ESBT), only one class of stock, not an ineligible corporation, an allowed tax year, and consent by each shareholder. The instructions word each test in full, including lettered sub-items under tests 6 and 7.
Is there relief for a late S corporation election?
The instructions say “relief for a late election may be available if the corporation can show that the failure to file on time was due to reasonable cause,” and list requirements, including a filing within 3 years and 75 days of the date entered on line E. When the requirements aren’t met, they say the corporation “generally must request a private letter ruling and pay a user fee.” A late election by an entity eligible to elect to be treated as a corporation has its own requirements, listed in the instructions.
Who has to sign Form 2553?
The instructions say it must be signed and dated by the president, vice president, treasurer, assistant treasurer, chief accounting officer, or any other corporate officer (such as tax officer) authorized to sign, and that if it isn’t signed, it won’t be considered timely filed. Each shareholder also consents by signing and dating either in column K or on a separate consent statement, with separate rules in the instructions for community property spouses, co-owners, minors, estates, ESBTs, QSSTs and other trusts.
How long does the IRS take to accept the election?
The instructions say the corporation “should generally receive a determination on its election within 60 days after it has filed Form 2553,” and that when box Q1 in Part II is checked it will generally take an additional 90 days. They say to take follow-up action if there is no notice of acceptance or nonacceptance within 2 months of the date of filing, or within 5 months if box Q1 is checked.
Does an entity also need Form 8832?
The instructions say that an entity eligible to elect to be treated as a corporation, if it meets certain tests the instructions discuss, is treated as a corporation as of the effective date of the S corporation election and “doesn’t need to file Form 8832, Entity Classification Election.” Part IV of the form carries the representations that go with a late entity classification election.
How long does the election last?
The instructions say: “Once the election is made, it stays in effect until it is terminated or revoked.” They add that IRS consent generally is required for another election on Form 2553 for any tax year before the 5th tax year after the first tax year in which the termination or revocation took effect.
Related IRS form pages and calculators
Sources (checked November 2, 2026): IRS: Instructions for Form 2553 (Rev. December 2020), PDF · IRS: Form 2553 (Rev. December 2017), PDF · IRS: About Form 2553