What is the S-election due date for a new corporation?

The due date is no later than 75 days (2 months and 15 days) after the start of the tax year the election should take effect.

Can I make a late S election?

Yes. The IRS allows late election relief under Revenue Procedure 2013-30 if you can show reasonable cause and act within three years and 75 days.

What happens if I miss the S-election due date?

Your business will be taxed as a C corporation until a valid election is made. This can result in double taxation on corporate income.

How can I correct a failed or terminated S election?

You can file a corrected Form 2553 with a reasonable cause statement. Relief may be granted automatically under Revenue Procedure 2022-19.

Does the IRS confirm when my S election is approved?

Yes. The IRS sends an acceptance letter confirming your S election. Keep this letter for your records; if it’s lost, you can contact the IRS to request a duplicate.

IRS S Corp Election and S-Election Due Date Explained

Learn the S-election due date, late filing relief options, and how to fix or avoid common S corp election mistakes. 5 min read updated on October 10, 2025

Key Takeaways

Businesses must file Form 2553 with the IRS to elect S corporation status.
The S-election due date is generally no later than two months and 15 days (75 days) after the start of the tax year in which the election is to take effect.
Late filings may still qualify for automatic relief if the business provides reasonable cause under Revenue Procedure 2013-30.
Common reasons for failed or terminated S elections include ineligible shareholders, disproportionate distributions, or missing shareholder consents.
Revenue Procedure 2022-19 provides additional automatic relief options for inadvertent S election errors.
Missing the S-election due date can result in default C corporation status and double taxation unless the IRS grants relief.

What is IRS Form S Corp Election

IRS Form S Corp Election is an effective way for C corporations and LLCs to save money and time with an annual tax filing deadline and pass-through taxation. This means that the business's income is passed to shareholders without being subjected to a corporate tax. To do this, businesses need to fill out IRS Form 2553 for S Corp election.

Understanding the S-Election Due Date

To qualify for S corporation status, eligible corporations and LLCs must file Form 2553 (Election by a Small Business Corporation) with the IRS no later than two months and 15 days (75 days) after the beginning of the tax year the election is to take effect.

For example:

If your company’s tax year starts on January 1, you must file Form 2553 by March 15.
If you incorporate mid-year, such as June 1, the S-election due date would be August 15.

Corporations that miss this filing window will be taxed as C corporations for that year unless they qualify for late election relief. The IRS enforces this deadline strictly, so ensuring your election is timely filed can prevent costly tax consequences.

Advantages of IRS Form S Corp Election

S corporations have liability protection since these business entities remain separate from owners.
Business owners pay less in self-employment taxes on total profits.
S corporations avoid being taxed twice.

Late Election Relief and Revenue Procedure 2013-30

If a business fails to file Form 2553 by the S-election due date, the IRS provides relief through Revenue Procedure 2013-30. Under this rule, the IRS may automatically approve a late election if:

The corporation meets all S corporation eligibility criteria.
The failure to file was inadvertent or due to reasonable cause.
The corporation files Form 2553 within three years and 75 days from the effective date of the intended election.

To request relief, attach a reasonable cause statement explaining why the filing was late and what actions were taken to correct it. If the requirements are met, relief is granted automatically—no private letter ruling (PLR) is needed.

This process allows businesses to maintain S corporation status even if they missed the original filing deadline, provided they act promptly to rectify the mistake.

Disadvantages of IRS Form S Corp Election

Shareholders must report dividends as part of their income on individual tax returns.

Consequences of Missing the S-Election Due Date

Failing to meet the S-election due date can have significant tax and legal implications. Without an approved election, the corporation will default to C corporation status, resulting in double taxation—once at the corporate level and again when shareholders receive dividends.

Additionally, late or failed elections may create problems such as:

Breach of fiduciary duties to shareholders due to unexpected tax liabilities.
Invalid stock distributions if the company inadvertently violates the “one class of stock” rule.
Inconsistent tax filings, which may require amended returns or IRS correction procedures.

The IRS can, however, provide retroactive relief in cases of inadvertent termination or failed elections under certain circumstances.

Steps for IRS Form S Corp Election

1. Before sending out your form, make sure that your company meets the eligibility criteria.

2. To be considered an S corporation, you must first fill out IRS Form 2553 called “Election By a Small Business Corporation.” Make sure to include:

Name and mailing address.
Your Employer ID Number (EIN).
Date of incorporation.
State where the company is incorporated.
Effective tax year.

3. If you have more than 100 shareholders but plan to classify family members as a single shareholder to meet the fewer than 100 shareholder requirement, make sure to check the appropriate box to let the IRS know.

4. Check over the name, address, and contact information of your corporation's attorney or corporate officer for the IRS to use in case they need to ask for additional information.

5. If you file this form late, you can use the form to let the IRS know that you had a reasonable cause for the late filing.

6. Make a list of all shareholders with voting rights and what percentage of the company they own. They will need to sign and date the form.

7. If your election is accepted, the IRS will send a confirmation letter in the mail.

8. Some states require S corporations to file a form with the state. Make sure to file any applicable forms for your corporation at the state level.

Fixing a Failed or Terminated S Election

If your S election was invalidated or inadvertently terminated, the IRS allows several forms of regulatory relief under Revenue Procedure 2022-19.

Relief may apply when:

There was an inadvertent termination of S corp status.
A Form 2553 or Form 8869 (for QSubs) contained errors or omissions.
There were disproportionate distributions or non-identical governing provisions.
Shareholder consent signatures or IRS acceptance letters were missing.

To fix these issues:

Submit a corrected Form 2553 and a reasonable cause statement describing the error.
Provide documentation showing corrective actions were taken promptly after discovery.
Ensure all shareholders during the affected period agree to make necessary tax adjustments.

If all requirements are met, relief is automatic and does not require a private letter ruling. The IRS generally expects such corrections within three years and 75 days from the effective date of the election.

How to Avoid Common S-Election Mistakes

Many corporations lose or fail to secure S status due to avoidable errors. Common pitfalls include:

Late filing of Form 2553 or missing shareholder signatures.
Ineligible shareholders such as partnerships, corporations, or nonresident aliens.
Multiple classes of stock that violate S corp eligibility.
Disproportionate distributions or inconsistent profit allocations.

Prevent these issues by:

Consulting a qualified tax professional before filing.
Keeping all shareholder agreements consistent with S corp requirements.
Reviewing IRS notices promptly to confirm election acceptance.

Frequently Asked Questions

What is the S-election due date for a new corporation?
The due date is no later than 75 days (2 months and 15 days) after the start of the tax year the election should take effect.
Can I make a late S election?
Yes. The IRS allows late election relief under Revenue Procedure 2013-30 if you can show reasonable cause and act within three years and 75 days.
What happens if I miss the S-election due date?
Your business will be taxed as a C corporation until a valid election is made. This can result in double taxation on corporate income.
How can I correct a failed or terminated S election?
You can file a corrected Form 2553 with a reasonable cause statement. Relief may be granted automatically under Revenue Procedure 2022-19.
Does the IRS confirm when my S election is approved?
Yes. The IRS sends an acceptance letter confirming your S election. Keep this letter for your records; if it’s lost, you can contact the IRS to request a duplicate.

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