What is Form 2553?

Form 2553 is the IRS form a corporation files to elect to be taxed as an S corporation. Timing and shareholder consent are where most elections go wrong.

In shortForm 2553, Election by a Small Business Corporation, is how an eligible corporation chooses S corporation status, so that income, losses and credits generally pass through to the shareholders instead of being taxed at the corporate level. To qualify, the corporation must be a domestic corporation with no more than 100 shareholders, only eligible kinds of shareholders, and no more than one class of stock. The election is valid only if all persons who are shareholders on the day it is made consent. For the election to apply to a tax year, it must generally be made during the preceding tax year or on or before the 15th day of the 3rd month of the tax year it is meant to cover, so March 15 for a calendar-year corporation. An election made after that date generally applies from the next tax year, and the IRS has procedures for relief from a late election in some cases. Once a corporation is an S corporation, it files Form 1120-S each year.

Before you file

Form 2553 checklist
Check Why it matters
Eligible corporation Domestic, up to 100 shareholders, one class of stock, eligible shareholders
Every shareholder signs the consent Missing one shareholder makes the election invalid
Tax year and effective date Decides which year the election covers
Filing date By the 15th day of the 3rd month to cover the current year
Proof of filing Keep the IRS acceptance letter with your corporate records

The decision itself, S corporation or not, is a tax planning question for an accountant. See C corp vs. S corp.

Calendar-year corporation, 2026Covers 2026Filed now: effective January 1, 2027Jan 1Mar 15Dec 31All shareholders must consent
Filed by March 15, the election can cover the current year. After that, it generally starts next year.

Worked example: a landscaping corporation picks its year

Too late for this year, on time for next

A landscaping company has been a calendar-year C corporation for three years with two shareholders. In late May 2026, its accountant recommends S corporation status.

The deadline to cover 2026 was the 15th day of the 3rd month, March 15, 2026, so an election filed now generally takes effect for 2027. Both shareholders sign the consent, and the form is filed in June with an effective date of January 1, 2027. The corporation keeps the IRS acceptance letter.

Payroll is planned for the change. The owners who work in the business stay on payroll as employees with wages, because pass-through status does not replace paying people who work. From 2027, the corporation files Form 1120-S instead of Form 1120.

Mistakes that are specific to Form 2553

Keeping the election on track

Most problems with Form 2553 are administrative, not technical. Keep a short file with the signed form, every shareholder’s consent, the date and method of filing, and the IRS acceptance letter. If you do not receive an acceptance letter within the time the IRS instructions describe, follow up rather than assuming it went through.

Check eligibility again whenever ownership changes. A new shareholder who is not an eligible type, or a second class of stock created by a new agreement, can end the election. Ask your accountant before any change in owners or share terms, and keep the shareholder list current in the corporate records.

Second example: a new shareholder

A family-owned S corporation plans to give shares to a key employee. Before signing, the owners ask their accountant whether it affects the election.

The accountant confirms the employee is an eligible shareholder and that the new shares have the same rights as existing ones, so there is still one class of stock. The transfer goes ahead, and the file is updated with the new shareholder list.

Count back from March 15If you are forming a new corporation and want S status from the start, put the filing on the calendar the week you incorporate. Two and a half months goes faster than it sounds.

Questions people ask

What is Form 2553 used for?

To elect S corporation tax status for an eligible corporation.

When is Form 2553 due?

To cover a tax year, generally during the preceding year or by the 15th day of the 3rd month of that year, which is March 15 for a calendar-year corporation.

Who must sign Form 2553?

Every person who is a shareholder on the day the election is made must consent to it. Missing one consent makes the election invalid.

What if Form 2553 is filed late?

It generally applies from the next tax year. The IRS has relief procedures for late elections in some situations, so speak with a tax professional.

How do you know if Form 2553 was accepted?

The IRS sends an acceptance letter. Keep it with your corporate records, and follow up if it does not arrive.

Can an S corporation election be ended?

Yes, it can be revoked or can end if the corporation stops qualifying. Talk to a tax adviser before any change.

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Disclaimer: Treat this guide to Form 2553 as general information rather than legal, payroll or tax advice: rules vary by location and change, and every example here is fictional.