The late S corp election fix

Missed Form 2553 deadlines have a standing, free, retroactive remedy — if you're inside 3 years and 75 days and everyone filed as if the election existed. Here's the package, step by step.

3-year, 75-day windowRetroactive to intended dateNo user feeCP261 = proof

The election everyone assumed someone else filed

Form 2553 is due by the 15th day of the 3rd month of the year the election should start — a deadline routinely missed in the formation shuffle. Rev Proc 2013-30 is the standing fix: within 3 years and 75 days of the intended effective date, reasonable cause plus proof that everyone filed consistently with S status gets the election granted retroactively, free. Beyond that window, a private letter ruling (five figures) is the only door.

The relief package

1

Confirm the intended effective date

Everything keys off it — the window, the consistency representations, the retroactive reach.

2

Draft the reasonable-cause statement

Who dropped it, when it was discovered, why the delay was reasonable — plus the representation that all owners reported consistently since.

3

Complete 2553 with every signature

All shareholders (and spouses in community-property states) consent; the header citation goes on top.

4

File, then guard the CP261

Attach to the current 1120-S or mail standalone; the acceptance letter is the proof you'll want for lenders and buyers later.

Adjacent problems

Related penalty guides

Answering a specific notice?

Every notice page explains the deadline and drafts the response letter free — find yours.

Look up your IRS notice →

Frequently asked questions

Can I still elect S corp status after the deadline?

Almost always, yes. Rev Proc 2013-30 grants late-election relief for up to 3 years and 75 days after the intended effective date — file Form 2553 with a reasonable-cause statement and consistent-filing representations, no user fee, no private letter ruling.

What counts as reasonable cause for a late election?

The bar is practical, not punitive: the accountant assumed the lawyer filed it, the 2553 was signed but never mailed, the owners operated and filed as an S corp believing it was done. State the story, show everyone reported consistently, sign the representations.

How do I actually file under Rev Proc 2013-30?

Write 'FILED PURSUANT TO REV. PROC. 2013-30' across the top of Form 2553, attach the reasonable-cause statement, have all shareholders sign the consents, and either attach it to the current 1120-S or mail it standalone. CP261 is the acceptance letter to keep forever.

What if we already got a CP162 or the 1120-S bounced?

Common sequence: the S return gets filed, the IRS has no election on record, penalties and notices follow. The late-election package fixes the root; pair it with penalty relief (FTA or reasonable cause) for anything already assessed.

Related IRS notices