Updated October 16, 2026. Quick answer: Form 2553 is the election a corporation, or an entity eligible to elect to be treated as one, uses to become an S corporation under section 1362(a). The instructions require a timely filing of 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 before it. The entity must meet eight tests, and every shareholder must consent.
S corporation return (Form 1120-S) for 2025, read line by line: Form 1120-S Schedule K lines 17 and 18, Form 1120-S Schedule L and Form 1120-S Schedule M-1.
Partnership return (Form 1065) for 2025, read line by line: Form 1065 Schedule B questions 1 to 3 and Form 1065 Schedule B questions 25 to 33.
More IRS forms and schedules, read line by line: Form 7004 instructions and Form 1128 instructions.
What Form 2553 is for
The form’s title is “Election by a Small Business Corporation”, and the cover line says “(Under section 1362 of the Internal Revenue Code)”. The instructions state the purpose: “A corporation or other entity eligible to elect to be treated as a corporation must use Form 2553 to make an election under section 1362(a) to be an S corporation.”
Why a business owner would care is explained in one sentence: “The income of an S corporation generally is taxed to the shareholders of the corporation rather than to the corporation itself.” “However, an S corporation may still owe tax on certain income.” Whether the election pays off in a given case is a separate question, worked through on the S corporation election calculator page.
Key numbers at a glance
The timing and count limits that decide whether an election is valid are collected here.
| Item | As printed |
|---|---|
| Filing window | “No more than 2 months and 15 days after the beginning of the tax year the election is to take effect” |
| Shareholder limit | “It has no more than 100 shareholders.” |
| Late election timing requirement (one of the relief conditions) | “Form 2553 will be filed within 3 years and 75 days of the date entered on line E of Form 2553” |
Who may elect: the eight tests
The instructions begin: “A corporation or other entity eligible to elect to be treated as a corporation may elect to be an S corporation only if it meets all the following tests.” The tests, as printed:
| Test | As printed in the instructions |
|---|---|
| 1 | “It is (a) a domestic corporation, or (b) a domestic entity eligible to elect to be treated as a corporation, that timely files Form 2553” |
| 2 | “It has no more than 100 shareholders.” |
| 3 | “Its only shareholders are individuals, estates, exempt organizations described in section 401(a) or 501(c)(3), or certain trusts described in section 1361(c)(2)(A).” |
| 4 | “It has no nonresident alien shareholders (other than as potential current beneficiaries of an ESBT).” |
| 5 | “It has only one class of stock (disregarding differences in voting rights).” |
| 6 | “It isn’t one of the following ineligible corporations.” |
| 7 | “It has or will adopt or change to one of the following tax years.” |
| 8 | “Each shareholder consents as explained in the instructions for column K.” |
Test 2 has a counting rule for families: “You can treat an individual and his or her spouse (and their estates) as one shareholder for this test.” Item G on the form follows it. “If more than 100 shareholders are listed for item J (see page 2), check this box if treating members of a family as one shareholder results in no more than 100 shareholders”
Test 5 is defined this way: “Generally, a corporation is treated as having only one class of stock if all outstanding shares of the corporation’s stock confer identical rights to distribution and liquidation proceeds.” Relation to the classification form: an eligible entity meeting certain tests “will be treated as a corporation as of the effective date of the S corporation election and doesn’t need to file Form 8832, Entity Classification Election.” The classification form is explained on the Form 8832 page.
When to make the election
The deadline is stated in two alternatives. “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.”
The instructions define the two month period: “the 2-month period begins on the day of the month the tax year begins and ends with the close of the day before the numerically corresponding day of the second calendar month following that month.” For a month with no corresponding day, the text continues: “use the close of the last day of the calendar month.”
Example 1 shows the counting, with no prior tax year: “To be an S corporation beginning with its first tax year, the corporation must file Form 2553 during the period that begins January 7 and ends March 21.” “Because the corporation had no prior tax year, an election made before January 7 won’t be valid.”
The effective date and the tax year
Item E on the form asks for the date the election takes effect, and the instructions repeat the deadline there: “Form 2553 generally must be filed no later than 2 months and 15 days after the date entered for item E.”
For a corporation’s first year the instructions list the dates to compare. Entering the effective date for the first tax year in existence, the filer “should enter the earliest of the following dates:” “The date the corporation (entity) first had shareholders (owners),” “The date the corporation (entity) first had assets, or” “The date the corporation (entity) began doing business.”
Do not start filing as an S corporation early. The instructions warn: “Do not file Form 1120-S for any tax year before the year the election takes effect.”
Shareholder consents and the signature
The consent grid is Part I columns J to N:
| Column | What the instructions say to enter |
|---|---|
| J | “Enter the name and address of each shareholder or former shareholder required to consent to the election.” |
| K | “Each shareholder consents by signing and dating either in column K or on a separate consent statement.” |
The instructions add special rules for who signs:
| Shareholder | Who signs, as printed |
|---|---|
| Spouses | “If an individual and his or her spouse have a community interest in the stock or in the income from it, both must consent.” |
| Minor | “A minor’s consent is made by the minor, legal representative of the minor, or a natural or adoptive parent of the minor if no legal representative has been appointed.” |
| QSST | “If the stock is owned by a qualified subchapter S trust (QSST), the deemed owner of the trust must consent.” |
For an election filed after the effective date, “all shareholders or former shareholders who owned stock at any time during the period beginning on the effective date entered for item E and ending on the day the election is made must consent to the election.”
The consent statement on the form is binding: “I understand my consent is binding and may not be withdrawn after the corporation (entity) has made a valid election.”
The corporation’s own signature rule reads “Form 2553 must be signed and dated by the president, vice president, treasurer, assistant treasurer, chief accounting officer, or any other corporate officer (such as tax officer) authorized to sign.” “If Form 2553 isn’t signed, it won’t be considered timely filed.”
Late election relief and how long the election lasts
A missed deadline has a defined path. The instructions say “A late election to be an S corporation generally is effective for the tax year following the tax year beginning on the date entered on line E of Form 2553.” “However, relief for a late election may be available if the corporation can show that the failure to file on time was due to reasonable cause.”
The form itself carries the pointer, with the cover line “(Including a late election filed pursuant to Rev. Proc. 2013-30)”, and the instructions require that “the corporation (entity) must enter in the top margin of the first page of Form 2553” the legend naming that revenue procedure. One of the stated requirements for the corporation route is that “Form 2553 will be filed within 3 years and 75 days of the date entered on line E of Form 2553;” The full late election walk, with the reasonable cause statement, is on the late S corporation election page.
Once accepted, the status continues. “Once the election is made, it stays in effect until it is terminated or revoked.”
For the state side of the same election, see the Alabama S corporation page. The edition read for this page is Form 2553 (Rev. December 2017) and the Instructions for Form 2553 (Rev. December 2020), which are the revisions irs.gov served when they were read on 2026-10-16. Check the revision printed on the form you are filing, because a later revision can change the tests, the relief rules and the part layout.
Common mistakes
- Counting the deadline from the wrong date. The instructions measure no more than 2 months and 15 days from the beginning of the tax year the election is to take effect, and Example 1 shows that with no prior tax year an election made before the first day of its first tax year won’t be valid.
- Leaving off a shareholder consent. The form says all shareholders must sign the consent statement, spouses with a community interest in the stock both consent, and an election filed after the effective date needs the consent of former shareholders who owned stock in the period.
- Filing Form 1120-S before the election takes effect. The instructions say not to file Form 1120-S for any tax year before the year the election takes effect.
Related: late S corporation election and Form 2553, S corporation election calculator, Form 8832 instructions, S corporation election in Alabama, and self-employment tax explained.
Sources
- Form 2553 (Rev. December 2017), Election by a Small Business Corporation: https://www.irs.gov/pub/irs-pdf/f2553.pdf
- Instructions for Form 2553 (Rev. December 2020): https://www.irs.gov/pub/irs-pdf/i2553.pdf
Read from the IRS documents linked above on October 16, 2026. General information, not tax advice. Your own facts decide the outcome, and a preparer, the account provider or the IRS is the right place to confirm anything consequential.