A tax firm checklist for Form 2553 S corporation election filings

This page is general information, not legal advice. About Form 2553, the current Form 2553 PDF, the Instructions for Form 2553, and the IRS S corporations page are the texts to read. Have counsel review entity choice and the election with the client. This page does not invent who qualifies, does not invent a deadline, and does not invent late election outcomes.

A corporation or other entity eligible to be treated as a corporation files Form 2553 to make an election under section 1362(a) to be an S corporation. (About Form 2553)

To qualify, the corporation must be domestic, have only allowable shareholders, have no more than 100 shareholders, have only one class of stock, and not be an ineligible corporation. In order to become an S corporation, the corporation must submit Form 2553 signed by all the shareholders. (S corporations)

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. Form 2553 generally must be filed no later than 2 months and 15 days after the date entered for item E. Enter the legal name as stated in the charter or other legal document creating the entity, and enter the EIN. If the corporation does not have an EIN, apply first. (Instructions for Form 2553)

If the EIN does not exist yet, stop and run the Form SS-4 EIN application checklist before anyone dates Form 2553. Do not invent which box to check for the tax year on item F.

Each shareholder consents by signing and dating either in column K or on a separate consent statement. Form 2553 must also be signed and dated by the president, vice president, treasurer, assistant treasurer, chief accounting officer, or any other corporate officer authorized to sign. If Form 2553 is not signed, it will not be considered timely filed. (Instructions for Form 2553)

• If an individual and that person's spouse have a community interest in the stock or in the income from it, both must consent.
• Each tenant in common, joint tenant, and tenant by the entirety must consent.
• A minor's consent is made by the minor, a legal representative of the minor, or a natural or adoptive parent if no legal representative has been appointed.
• The consent of an estate is made by the executor or administrator.
• For an election filed before the effective date on item E, only shareholders who own stock on the day the election is made need to consent.
• For an election filed on or after that effective date, all shareholders or former shareholders who owned stock at any time from that effective date through the day the election is made must consent.

If you need a continuation sheet or a separate consent statement, attach it. It must contain the name, address, and EIN of the corporation and the information requested in columns J through N. (Form 2553 PDF)

Send the original election, not a photocopy, or fax it to the Internal Revenue Service Center listed in the current instructions. If the corporation files by fax, keep the original Form 2553 with the permanent records. Do not type a mailing address or fax number onto this page. Use the Where To File table in the current Instructions for Form 2553. The instructions also say the filing information is subject to change and point to the current Where to File page for Form 2553.

The service center will notify the corporation if its election is accepted and when it will take effect, and will also notify the corporation if the election is not accepted. The corporation should generally receive a determination within 60 days after it has filed Form 2553. If box Q1 in Part II is checked, it will generally take an additional 90 days. If the corporation is not notified of acceptance or nonacceptance within 2 months of the date of filing, or within 5 months if box Q1 is checked, the instructions say to take follow up action. Do not file Form 1120-S for any tax year before the year the election takes effect. (Instructions for Form 2553)

Late election relief exists only as those instructions describe it, including the statement to enter in the top margin when filing pursuant to Rev. Proc. 2013-30. This page does not invent whether a client qualifies or what the IRS will do.

Once the acceptance letter is in the file, owner pay is a separate job. Run the S corp reasonable salary client review. Put the engagement terms around the election in the tax preparation engagement letter tracker if this is a new client.

One row per entity and requested effective date. Duplicate a row only if you refile.

• Every shareholder listed in column J has a dated consent in column K or on an attached statement.
• Community property spouses have both signed where the instructions require it.
• An authorized officer has signed Form 2553.
• Item E and the 2 months and 15 days rule in the current instructions have been checked, or the late election statement is on the form exactly as those instructions describe.
• The original is stored. The follow up for the acceptance notice is on the calendar.

Download the Form 2553 signature checklist and election tracker. The tax season operator can draft the chase when a shareholder consent is still missing. Your staff approve what goes out. Your CPA reviews and signs every return.