Fillable Form 2553

What is Form 2553?

Form 2553, also known as the "Election by a Small Business Corporation," is a document filed with the Internal Revenue Service (IRS) by eligible small business corporations in the United States. Its primary purpose is to elect the taxation treatment under Subchapter S of the Internal Revenue Code. This election allows qualifying corporations to avoid the double taxation that is typically associated with traditional C corporations.

How do I fill out Form 2553?

A fillable copy of Form 2553 can be found here.

Part I - Election Information

Name

Enter the name of the employer.

Address Information

Enter the following information about the employer in the space provided:

• Number
• Street
• Room or Suite Number or PO box number
• City
• Town
• State or Province
• Country
• ZIP or Foreign Postal Code

Item A

Enter the employer’s Employer Identification Number (EIN).

Item B

Enter the date that the employer was incorporated.

Item C

Enter the current state of incorporation of the employer.

Item D

If the corporation named above changed its name or address, check the box indicating which of the two it changed. If it did not change either, do not mark either box and proceed to the next item.

Item E

Enter the beginning date of the tax year this election will be effective for.

Item F

Mark the box that applies to the tax year you are filing this form for. You may choose one from the following:

1. Calendar year
2. Fiscal Year ending (enter the end date in the space provided)
3. 52-53 week year ending with reference to the month of December
4. 52-53 week year ending with reference to a particular month (enter the month in the space provided)

If box 2 or 4 is checked, complete Part II of this form.

Item G

Check the box provided if more than 100 shareholders are listed for Item J, and treating members of a family as one shareholder results in a total of no more than 100 shareholders.

Item H

Enter the name and primary telephone number of the officer or legal representative whom the IRS may call for more information about the corporation and/or this application.

Item I

If this form is being filed late for any reason, enter an explanation of why in the space provided.

Signature

Have the officer filing this form sign it in the space provided, then enter their name and the date that the form was signed.

Name and EIN

Enter the filer’s name and EIN in the space provided at the top of this page and each page after.

Items J - N

Enter the following information per shareholder in the table provided.

• Name and Address
• Signature and date signed
• Number of shares or percentage of ownership
• Date(s) shares/ownership percentage was acquired
• Shareholder’s tax year ending date (month and day)

Part II - Selection of Fiscal Tax Year

Item O

Check the box that applies to the corporation. You may choose one from the following:

1. A new corporation adopting the tax year entered in Item F.
2. An existing corporation retaining the tax year entered in Item F.
3. An existing corporation changing to the tax year entered in Item F.

Item P

Only complete Item P if the corporation is using automatic approval provisions to request a natural business year or a year that satisfies the ownership tax year test.

Check the box that applies to what kind of representation statement the corporation is making.

• Natural Business Year
• Ownership Tax Year

If you do not use Item P, and the corporation wants a fiscal tax year, complete either Item Q (used to request a fiscal tax year based on a business purpose and make a back-up section 444 election) or Item R (used to make a regular section 444 election).

Item Q

Check the box that corresponds to your request. Check one of the following:

• Q1 - if the fiscal year entered in item F, Part I, is requested under the prior approval provisions of Rev. Proc. 2002-39, 2002-22 I.R.B. 1046. Attach to Form 2553 a statement describing the relevant facts and circumstances and, if applicable, the gross receipts from sales and services necessary to establish a business purpose.
  • Then, if you wish to have a conference with the IRS National Office, check “Yes”. Otherwise, check “No”.
• Q2 - to show that the corporation intends to make a back-up section 444 election in the event the corporation’s business purpose request is not approved by the IRS.
• Q3 - to show that the corporation agrees to adopt or change to a tax year ending December 31 if necessary for the IRS to accept this election for S corporation status in the event (1) the corporation’s business purpose request is not approved and the corporation makes a back-up section 444 election, but is ultimately not qualified to make a section 444 election, or (2) the corporation’s business purpose request is not approved and the corporation did not make a back-up section 444 election.

Item R

Check the box that corresponds to your request. Check one of the following:

• R1 - to show that the corporation will make, if qualified, a section 444 election to have the fiscal tax year shown in item F, Part I. To make the election, you must complete Form 8716, Election To Have a Tax Year Other Than a Required Tax Year, and either attach it to Form 2553 or file it separately.
• R2 - to show that the corporation agrees to adopt or change to a tax year ending December 31 if necessary for the IRS to accept this election for S corporation status in the event the corporation is ultimately not qualified to make a section 444 election.

Part III - Qualified Subchapter S Trust (QSST) Election Under Section 1361(d)(2)

Note that if you intend to make more than one QSST election, you must use additional copies of this page (Page 4) for each one.

Income Beneficiary Name and Address

Enter the income beneficiary’s name and address information.

Social Security Number

Enter the social security number of the income beneficiary.

Trust’s Name and Address

Enter the trust’s name and address information.

Employer Identification Number

Enter the trust’s EIN.

Date of Stock Transfer

Enter the date (month, day, and year) on which the stock of the corporation was transferred to the trust.

Signature

Have the income beneficiary or their representative sign the form in the space provided, then enter their name and title, as well as the date that they signed the form.

Part IV - Late Corporate Classification Election Representations

If a late entity classification election was intended to be effective on the same date that the S corporation election was intended to be effective, relief for a late S corporation election must also include the following representations.

1. The requesting entity is an eligible entity as defined in Regulations section 301.7701-3(a)
2. The requesting entity intended to be classified as a corporation as of the effective date of the S corporation status
3. The requesting entity fails to qualify as a corporation solely because Form 8832, Entity Classification Election, was not timely filed under Regulations section 301.7701-3(c)(1)(i), or Form 8832 was not deemed to have been filed under Regulations section 301.7701-3(c)(1)(v)(C)
4. The requesting entity fails to qualify as an S corporation on the effective date of the S corporation status solely because the S corporation election was not timely filed pursuant to section 1362(b)
5. In regards to the requesting entity’s filed tax returns:
   1. The requesting entity timely filed all required federal tax returns and information returns consistent with its requested classification as an S corporation for all of the years the entity intended to be an S corporation and no inconsistent tax or information returns have been filed by or with respect to the entity during any of the tax years
   2. The requesting entity has not filed a federal tax or information return for the first year in which the election was intended to be effective because the due date has not passed for that year’s federal tax or information return.

Frequently Asked Questions (FAQs)

What is a C corporation?

A C corporation, often simply referred to as a "corporation," is a legal business structure that is treated as a separate entity from its owners (shareholders) for tax and liability purposes. This means that the corporation itself is responsible for its debts and liabilities, and its owners' personal assets are typically protected from business debts and lawsuits.

What is an S corporation?

An S corporation, also known as an S corp, is a specific type of corporation that elects to pass corporate income, losses, deductions, and credits through to its shareholders for federal tax purposes. This means that S corporations generally avoid the double taxation that is typically associated with traditional C corporations. Instead of paying corporate income tax at the entity level, S corporations' profits and losses are "passed through" to shareholders and reported on their individual tax returns.

Who is eligible to file Form 2553?

Domestic corporations with no more than 100 shareholders, all of whom must be individuals, estates, certain types of trusts, or tax-exempt organizations.

When must Form 2553 typically be filed?

It must generally be filed within two months and 15 days after the beginning of the corporation's tax year in which the election is to take effect.

Are there any exceptions to the filing deadline for Form 2553?

Yes, there are exceptions for newly formed corporations and those seeking to make a late election.

Can a corporation file Form 2553 after the deadline has passed?

Yes, but there are specific procedures for making a late election, and the late submission must be approved by the IRS.

Can a corporation file Form 2553 electronically?

Yes, corporations can file Form 2553 electronically.

What is the penalty for failing to file Form 2553 on time?

Failure to file on time may result in the corporation being treated as a C corporation for tax purposes.

Are there any limitations on who can be a shareholder of an S corporation?

Yes, S corporations cannot have partnerships, other corporations, or non-US resident alien individuals as shareholders.

Is there a fee for filing Form 2553?

No, there is generally no fee for filing Form 2553.