Late S corporation election relief under Rev. Proc. 2013-30

When a Form 2553 is late

Under IRC 1362(b)(1), an election can be made at any time during the preceding tax year, or during the tax year on or before the 15th day of the 3rd month. Under 1362(b)(3), an election made after that date but on or before the 15th day of the 3rd month of the following year is treated as made for the following year. The Form 2553 instructions count the period as 2 months and 15 days from the start of the tax year, so a calendar-year corporation that began operations on January 7 has until March 21 (Example 1 in the instructions).

When the first tax year begins is therefore the first question, and the date of incorporation is not the answer. Under Treas. Reg. 1.1362-6(a)(2)(ii)(C), “the taxable year of a new corporation begins on the date that the corporation has shareholders, acquires assets, or begins doing business, whichever is the first to occur. The existence of incorporators does not necessarily begin the taxable year of a new corporation.” The Form 2553 instructions for item E say the same thing in form terms: a corporation electing for its first year enters the earliest of the date it first had shareholders, first had assets, or began doing business. A shell that was incorporated in January but had no shareholders, assets or activity until June has a first tax year that begins in June, and an election filed in August is timely; counting from the incorporation date would wrongly treat it as late. The same facts fix the intended effective date entered on line E of a late election.

The campus does not reject a late but otherwise complete election. IRM 3.13.2.23.6 tells examiners: “When a completed Form 2553 is filed late, process the document by inputting the effective date and the FYM for the next qualifying tax year.” The CP 261 acceptance notice then says the corporation filed late and points to Rev. Proc. 2013-30 (paragraph selection code A for corporations, D for LLCs).

There is no extension to file the election itself. IRM 3.13.2.23.3 is blunt: “There is no provision/form for an extension of time to file Form 2553.” If the client says it filed on time, the same section lists the proof the campus accepts: a CP 261, a certified mail receipt from the Postal Service, or a Form 2553 with an IRS received date that makes it timely. A fax confirmation counts if the number matches the service center fax number in the Form 2553 instructions and the date is timely. Without that proof, the corporation must request relief under Rev. Proc. 2013-30.

The four general requirements

Rev. Proc. 2013-30 is, in its own words, “the exclusive simplified methods for taxpayers to request relief for late S corporation elections” and related elections. The same revenue procedure covers late ESBT and QSST elections (Section 6), late QSub elections (Section 7) and late corporate classification elections intended to take effect on the same date as the S election (Section 5.03); the trust and subsidiary elections are covered on late QSub, ESBT and QSST elections. Section 4.02 sets the general requirements for all of them, and Section 5 adds the S corporation specifics.

The IRS's own summary of the procedure adds a reminder that relief only cures lateness: “Rev. Proc. 2013-30 relief is only for late elections that would otherwise be valid.” The election still needs every shareholder's consent, and the corporation must have been eligible for the whole period.

Per the Form 2553 instructions, completing the Part I column K shareholder consent statement (or a similar attached document) satisfies the shareholder statement requirement, and IRM 3.13.2.23.4 notes that a separate consistency statement is not needed when the December 2013 or later revision of Form 2553 is used. If the corporation's returns are not yet due, no consistency statement is required at all.

The exception with no time limit

Section 5.04 removes the 3 years and 75 days limit for a corporation (not an LLC seeking a classification election at the same time) when all of these are true: it fails to qualify solely because Form 2553 was not timely filed; the corporation and all shareholders reported consistently with S status for the first intended year and every later year; at least 6 months have passed since it filed its return for the first intended year; neither the corporation nor any shareholder was notified by the IRS of a problem with S status within 6 months of the date the first Form 1120-S was timely filed; and the shareholder statements are included.

The IRS warns that this rarely applies in practice. Its late election relief page says “it is unlikely many situations will qualify since the current system is set up to notify the corporation of the problem with its filing requirement when the return rejects in processing.” A Form 1120-S filed with no election on file generally triggers contact within months, which defeats the 6-month condition.

LLCs: late S and classification elections together

An eligible entity that timely files Form 2553 is deemed to have elected association status under Treas. Reg. 301.7701-3(c)(1)(v)(C), so it does not need a separate Form 8832. When both elections are late, Section 5.03 of Rev. Proc. 2013-30 allows relief for the deemed classification election on the same Form 2553 if the entity adds five representations, signed under penalties of perjury: it is an eligible entity; it intended to be a corporation as of the S effective date; it fails to qualify as a corporation solely because Form 8832 was not timely filed (or not deemed filed); it fails to qualify as an S corporation solely because Form 2553 was late; and either it timely filed all required returns consistent with S status, or the first return is not yet due. Form 2553 Part IV contains these representations.

Two differences from the corporate route matter. The Section 5.04 no-limit exception is not available to an entity seeking classification relief at the same time, and IRM 3.13.2.23.4 says the procedure requires that all Forms 1120-S have been timely filed by LLCs. For a stand-alone late Form 8832, see late entity classification election relief.

How to file the request

1. Complete Form 2553 in full, with line E showing the intended effective date and column K signed by every person who was a shareholder from the start of that tax year to the filing date.
2. Write “FILED PURSUANT TO REV. PROC. 2013-30” at the top of the first page (Section 4.03(1) of the revenue procedure; Form 2553 instructions).
3. Include the reasonable cause statement on line I or on an attachment, describing why the election was late and what was done once the problem was found.
4. Add the dated penalties of perjury declaration from Section 4.03(3) to the reasonable cause statement and each other required statement. An authorized officer or shareholder signs, as applicable.
5. For an LLC, attach the Part IV representations for the deemed classification election.
6. File by one of the three methods below, within 3 years and 75 days of the effective date unless Section 5.04 applies.

Section 4.03(2) allows three filing methods:

Section 4.03(2)(a) adds a trap for extended returns: “An extension of time to file the current year Form 1120S will not extend the due date for relief under this revenue procedure beyond 3 years and 75 days following the Effective Date.”

A stand-alone election goes to the campus listed on the IRS Form 2553 filing page (last updated June 28, 2026). Corporations in Connecticut, Delaware, the District of Columbia, Georgia, Illinois, Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Vermont, Virginia, West Virginia and Wisconsin use Kansas City, MO 64999 (fax 855-887-7734). All other states use Ogden, UT 84201 (fax 855-214-7520). The instructions say to keep the original in the corporation's records when faxing, and to call 800-829-4933 if no acceptance or nonacceptance arrives within 2 months.

Because no letter ruling is involved, Section 3.01 says user fees do not apply to corrective actions under the revenue procedure. Where an authorization is needed for the representative to discuss the account, see Form 2848.

The reasonable cause statement

The revenue procedure does not define reasonable cause for this purpose, but IRM 3.13.2.23.4 lists the explanations examiners treat as the most common: miscommunication among the client's advisors or shareholders, especially around incorporation; circumstances beyond the taxpayer's control, mistakes, or ignorance of the law; reliance on a paid professional who did not understand the Form 2553 filing requirements; delay in getting a shareholder's signature; and each shareholder assuming another would file.

The same section tells examiners not to be exacting: “If taxpayer provides a statement acknowledging late filing with any plausible reason, and has included all other statements, give the taxpayer the benefit of the doubt and process form under Rev. Proc. 2013-30.” Under that instruction, the parts of a request most likely to cause a problem are the signatures and statements the revenue procedure requires, not the explanation itself. The general standard the IRS uses in penalty cases is covered in reasonable cause, but the campus here applies the lighter test quoted above.

What the campus does with it

Requests attached to a Form 1120-S are coded with Error Resolution System Action Code 347 and routed to BMF Entity (IRM 3.13.2.8.5.1). IRM 3.13.2.8.5.1 calls these cases time sensitive and sets a 20-day processing target. If the Form 2553 is complete and all the needed returns are in house, the examiner inputs TC 090 for the requested date, which generates the CP 261, and releases the return to post as a Form 1120-S.

If something is missing, the examiner calls the paid preparer (or the taxpayer, if no preparer is shown), two attempts, and asks for a fax within 48 hours. The IRM script ends with a warning worth knowing in advance: “If I do not receive the requested information within the time frame requested, your Form 1120-S will be processed as a Form 1120.” For an LLC, the script says the return will instead be pulled from processing. Have the signed statements ready before filing so the call can be answered the same day.

Under IRM 3.13.2.23.4, if the request is still incomplete the examiner approves the election for the next qualifying year, suppresses the CP 261 and sends Letter 385C explaining why the requested date was not granted; the IRM directs that “You will always approve Form 2553 for the earliest valid effective date possible.” If the reply arrives in the same processing year and the return has already posted as a Form 1120, IRM 3.13.2.23.4.1 has the examiner input TC 090 and send an adjustment request to remove the tax from the posted Form 1120. Where the 1120-S was converted, the IRS also uses transaction codes on the account to freeze refunds until the conversion is reversed.

When a letter ruling is the only route

Section 3.02 of the revenue procedure says an entity that does not meet the requirements, or is denied, may request a letter ruling under IRC 1362(b)(5). The IRS late election page puts it more directly: if the entity does not qualify under the revenue procedure, “its only recourse is to request a private letter ruling.” Under Rev. Proc. 2026-1, Appendix A, paragraph (A)(3)(c)(i), the user fee for a letter ruling request under section 301.9100-3 or 1362(b)(5) is $14,500 for requests received in 2026, reduced under paragraph (A)(4) to $3,450 for a requester with gross income of less than $400,000 and $9,775 for gross income of $400,000 or more but less than $10 million (with the certification paragraph (B)(1) of the appendix requires; for an S corporation that has not yet filed a return for a full year, the shareholders' aggregate gross income is used). IRM 3.13.2.23.12 gives the Chief Counsel mailing address the campus uses when it forwards a late election ruling request.

Other defects have their own procedures. Rev. Proc. 2022-19 (which amplified Rev. Proc. 2013-30) says a missing shareholder consent, an inadvertent error on the permitted year, or a missing officer signature on Form 2553 can be corrected under Rev. Proc. 2013-30, and that other inadvertent errors on Form 2553 are corrected by a written explanation sent to the campus. It also says a missing CP 261 does not affect a valid election and that a replacement acceptance letter can be requested from the Practitioner Priority Service at 866-860-4259. See Practitioner Priority Service.

The state election trap

Federal relief does not always carry the state with it. Some states require a separate S election, and a corporation that fixes its federal status under Rev. Proc. 2013-30 can still be a C corporation for state purposes. New York is the clearest example: a federal S corporation is taxed as a New York S corporation only if it files Form CT-6, Election by a Federal S Corporation to be Treated as a New York S Corporation, under Tax Law section 660(a), during the preceding tax year or on or before the fifteenth day of the third month of the year it is to apply; the CT-6 instructions say the form may be filed while the federal election is pending, with that fact indicated. When the federal election is validated retroactively, the instructions say the Tax Department “may retroactively validate the New York State election” for any year within the period the IRS validated, on a Form CT-6 filed “with an attachment explaining the circumstances”, with the effective date, the signatures of all shareholders on the specified date, and consistent shareholder reporting for the year the election should have been made and all later years. Until New York approves the election, the instructions say to keep filing Form CT-3 rather than Form CT-3-S. Check each state where the corporation files before assuming the federal fix is the only one needed.

Questions practitioners ask