Missed the S Corp Election? Late Form 2553 Relief

The short answer: For any year the IRS has no accepted Form 2553, a corporation is taxed as a C corporation (Form 1120, not Form 1120-S), and an LLC keeps its default treatment as a disregarded entity or partnership unless it filed Form 8832.

Within 3 years and 75 days of the start date you intended, Rev. Proc. 2013-30 lets a corporation file a late Form 2553 with a reasonable-cause statement and every shareholder’s consent, and the IRS can treat it as on time if the company and its shareholders reported as an S corporation would. An LLC that didn’t file every return on time as an S corporation usually can’t use it. Check the IRS’s records first: they decide which returns a catch-up files.

What happens if the S corporation election was late or never made?

The company isn’t an S corporation until an election takes effect. Form 2553 is due no more than 2 months and 15 days after the start of the tax year it’s meant to cover, or any time in the year before. For an existing calendar-year corporation, that’s March 15. A later election generally counts from the following tax year. Until it takes effect:

A corporation files Form 1120. The IRS says not to file Form 1120-S for any year before the election takes effect.
Florida expects a return. A C corporation files Florida Form F-1120 each year. An S corporation generally doesn’t, unless it pays federal tax on line 23c of Form 1120-S.

How does late election relief under Rev. Proc. 2013-30 work?

Rev. Proc. 2013-30 is how a corporation asks the IRS to treat a late election as on time under section 1362(b)(5) of the tax code. All of these must be true:

It intended to be an S corporation from the date entered on line E of Form 2553.
A timely Form 2553 was the only thing missing. It met every other test, such as having only eligible shareholders and one class of stock.
It had reasonable cause and acted diligently once it found the mistake.
The form is filed within 3 years and 75 days of the line E date.
The company and everyone who was a shareholder from that date to the filing date reported their income consistently with S status for that year and every year since, and each shareholder states this under penalties of perjury.

Relief fixes timing only. If a shareholder wasn’t eligible or the company failed another test, the election isn’t valid for that year under this procedure. The IRS says separate relief for some inadvertently invalid elections may be available from its National Office under section 1362(f), a job for an attorney, a CPA or an enrolled agent.

On the form itself:

Write “FILED PURSUANT TO REV. PROC. 2013-30” in the top margin of page 1.
State the reasonable cause and the steps taken since on line I or an attached statement, signed and dated under the revenue procedure’s penalties-of-perjury declaration. The revenue procedure doesn’t define reasonable cause, so the statement has to rest on the actual facts.
Mail the original or fax it, or attach it to Form 1120-S marked “INCLUDES LATE ELECTION(S) FILED PURSUANT TO REV. PROC. 2013-30” at the top.

What if the relief window has already closed?

Only a corporation whose first Form 1120-S was filed on time can still use the procedure. It still needs reasonable cause for the late form, it and every shareholder must have reported as an S corporation every year, at least 6 months must have passed since that first return, and the IRS can’t have raised a problem with its S status within 6 months of it. The IRS says few companies fit.

Otherwise the route is a private letter ruling, which carries a user fee and is a job for an attorney, a CPA or an enrolled agent.

Who has to sign a late Form 2553?

An authorized officer, such as the president or treasurer, signs for the company. An unsigned Form 2553 isn’t treated as filed on time.

Everyone who owned shares at any time from the effective date to the filing date must also consent, including former shareholders; if one can’t be reached, talk to an attorney, a CPA or an enrolled agent before filing. Each joint owner consents, and an executor or administrator consents for an estate. Signing column K covers both the consent and each shareholder’s statement about reporting consistently.

How does an LLC elect: Form 8832 or Form 2553?

An LLC that wants S corporation treatment files only Form 2553. An eligible LLC that files it on time is treated as a corporation from the effective date, and the Form 8832 instructions say not to file Form 8832 for an entity electing S status.

The catch: when an LLC’s Form 2553 is late, it also kept its default classification (disregarded entity or partnership) for the missed years. Rev. Proc. 2013-30 can fix both elections together only if the LLC filed every required federal return on time as an S corporation and no other kind of return, or the first one isn’t due yet, and the closed-window exception is for corporations only.

So an LLC that filed its default returns instead, or is behind, is generally left with a private letter ruling or an on-time election for a future year; an attorney, a CPA or an enrolled agent can say which fits. An LLC with an accepted Form 8832 is already a corporation and follows the corporate rules.

How can you check whether an S election is on file?

Find the CP261 notice. It’s the IRS letter accepting the election, and the IRS asks you to keep it permanently.
Look for a CP264 notice. It means the election was denied, and it explains why.
Call the IRS. A decision should generally come within 60 days. If there’s no word 2 months after filing, or the letter can’t be found, call the Business & Specialty Tax Line at 800-829-4933, weekdays 7 a.m. to 7 p.m. your local time.
Get a complete business entity transcript. It shows the business filing requirements the IRS has on record (the modified version doesn’t). Owners can get it through their IRS business tax account or the business line.

If the IRS says it never received your form, the instructions list acceptable proof: a timely postmarked U.S. Postal Service receipt for registered mail or the other tracked service they name (or a designated private delivery service’s equivalent), a copy stamped accepted or received by the IRS, or an IRS acceptance letter. A fax confirmation isn’t on that list.

How does the election change which returns a catch-up files?

It decides the return for every open year, so it comes first. The years sort like this:

Before the effective date: Form 1120 and Florida Form F-1120 for a corporation. An LLC files its default return: the owner’s own return, or Form 1065 for a partnership.
From the effective date: Form 1120-S, with a Schedule K-1 for each shareholder. If the company has a Florida corporate income tax account, Florida asks you to switch it to “in business/not required to file” with the election’s effective date.
If relief applies: when the company hasn’t filed any income tax return (not even a Form 1120) for the effective-date year or later, the late Form 2553 can be attached to that year’s 1120-S, filed within 3 years and 75 days of the effective date together with every other overdue 1120-S. Otherwise, the Form 2553 can be filed on its own within the same window.

Relief also depends on the company and every shareholder having reported as an S corporation would for each of those years (condition 5 above). If a shareholder’s personal returns left that income out, or the company already filed Form 1120 for any of those years, talk to an attorney, a CPA or an enrolled agent before anything is filed.

Late returns carry penalties either way. A late 1120-S costs $255 per shareholder for each month or part of a month it’s late, up to 12 months, for a return required to be filed in 2026 (older years’ amounts differ), even with no tax due (see the late 1120-S penalty guide). A C corporation year has the usual late-filing and late-payment penalties (see unfiled Form 1120 returns).

In a Cayde catch-up, the company’s election status is checked against IRS records before any return is prepared. Then the books are rebuilt and the right return is filed for each open year, at a fixed price in writing first. See late Form 1120 and 1120-S returns.

Quick answers

Can Form 2553 be filed online?

The instructions list mail and fax, not an online option: mail the original (no photocopies) or fax it. A company whose principal business or office is in Florida uses the Ogden, Utah address.

What if the IRS accepted the election, but from a later date than the company asked for?

The form wasn’t filed on time for the date requested, so the company kept its old tax treatment until the date on the CP261 notice. The IRS says Rev. Proc. 2013-30 relief may be available to change the effective date.

How soon can a denied S election be filed again?

There’s no waiting period. The IRS says a new, complete and timely Form 2553 can be filed at any time, but timely still means by the deadline for the year it’s meant to start; a later one needs late election relief.

Sources

General information, not advice for your situation. Updated October 31, 2026.

Missed the S corporation election, or not sure it was accepted?