Rev. Proc. 2013-30: The Late S Election Relief Procedure

Rev. Proc. 2013-30, 2013-36 I.R.B. 173, is the administrative relief procedure the IRS uses to repair late entity elections. It is not a form and not a statute: it is a set of conditions that, if every one is satisfied, entitles a taxpayer to have a late Form 2553 treated as though it had been filed on time — without a private letter ruling, without a user fee, and without discretion on the examiner's part.

It consolidated a patchwork of earlier guidance, including Rev. Proc. 2003-43 and Rev. Proc. 2004-48, into one document effective September 3, 2013, and as of July 30, 2026 it has not been superseded, modified or amplified. Guidance that routes a late S election through a predecessor procedure is describing rules that stopped applying more than a decade ago.

The statutory hook is IRC §1362(b)(5), which allows the Secretary to treat a late election as timely where there was reasonable cause. Absent an administrative procedure, invoking it means a private letter ruling — months of waiting and a user fee that regularly exceeds the tax at stake. Rev. Proc. 2013-30 is the route that avoids that, which is why its conditions repay close reading.

What the procedure covers

The scope is wider than most summaries suggest. Relief is available for five categories of late election:

• The S corporation election itself, under §1362(a).
• The Electing Small Business Trust (ESBT) election.
• The Qualified Subchapter S Trust (QSST) election.
• The Qualified Subchapter S Subsidiary (QSub) election.
• A late corporate classification election under Reg. §301.7701-3(c), but only where it is intended to be effective on the same date as a late S election. That is the category that matters to LLCs, and it is handled in §5.03 below.

§4.01 — the definitions that decide the request

Three defined terms carry almost all the weight. A request that fails has usually misread one of them rather than misapplied a condition.

The Effective Date definition is the quiet trap. A new entity's first tax year begins on the earliest of the date it first had owners, first had assets, or began doing business, which is frequently earlier than the state formation certificate. Enter the formation date on line E and you have moved both your original deadline and your relief window. The Form 2553 deadline guide works through the arithmetic.

§4.02 — the general conditions

All four must hold. There is no weighing, no substantial-compliance doctrine, and no partial relief.

1. 1The entity intended to be classified as an S corporation as of the Effective Date. Intent is a question of fact. A signed-but-unsent Form 2553, an engagement letter, board minutes, or a payroll account opened in the right year are worth far more than an assertion written after the fact.
2. 2It failed to qualify solely because the election was not timely filed. Every other eligibility test — domestic entity, no more than 100 shareholders, eligible shareholders only, one class of stock — must have been met continuously from the Effective Date onward. A nonresident alien shareholder for one month, or a distribution waterfall that creates a second class of stock, puts you outside the procedure entirely rather than weakening the request.
3. 3There is reasonable cause for the failure, and the entity acted diligently to correct it on discovery. Two prongs, not one.
4. 4The request is made within 3 years and 75 days after the Effective Date, unless the narrow exception in §5.04 applies.

§4.03 — procedural requirements

This section governs how the request is physically made. Three routes, and the choice affects what wording goes where.

1. 1Standalone. File the completed Form 2553 on its own, by mail or fax, to the service center for the state where the business operates — see where to mail Form 2553 and the IRS mailing address and fax number for your state. The fastest route, and the one most single-owner entities should take.
2. 2With a timely filed Form 1120-S, attached to the return for the first year the election is intended to be effective.
3. 3With a late-filed Form 1120-S, together with returns for any intervening years. Where that return is e-filed, the election goes in as a PDF attachment named exactly Form2553.pdf — the only electronic pathway that exists for this form.

The wording, verbatim

The procedure prescribes specific language. It is not paraphrasable, and neither string is a fillable field in the IRS PDF — both are written or typed into the top margin.

FILED PURSUANT TO REV. PROC. 2013-30.

Top margin of page 1 of Form 2553. The final period is part of the prescribed language.

INCLUDES LATE ELECTION(S) FILED PURSUANT TO REV. PROC. 2013-30

Top margin of page 1 of Form 1120-S, when the election is filed with the return. No final period.

Beyond the header, the request needs the reasonable-cause and diligent-action statement plus a dated declaration, signed under penalties of perjury by an authorized officer, that the facts presented are true, correct and complete. An undated declaration is a defect on the face of the filing.

§5.01 — who has to sign

Two signature sets are required, and the second is wider than a timely election needs.

• An authorized officer of the entity signs page 1 and the penalties-of-perjury declaration.
• Every person who was a shareholder at any time from the first day of the tax year the election is intended to take effect through the date the request is filed signs the consent. That set includes former shareholders — a co-founder bought out two years ago still signs.

Page 2 of the form holds exactly seven shareholder rows. A larger look-back set needs additional copies of page 2, which the form itself instructs you to attach.

§5.02 — consistent reporting

Every shareholder must have reported income consistently with S corporation status for every affected year, and each must furnish a statement saying so. Where no returns have been filed for the years in question, the statement says that instead.

The condition is tested per shareholder, per year. One minority holder who filed a Schedule C for a year the entity was supposedly an S corporation breaks it for the whole request. Reconcile the shareholders' filed returns before drafting anything — it is the check most often skipped and the one most likely to surface after the request has gone in.

§5.03 — the eligible-entity representations

This is where LLCs diverge from corporations, and it turns on a single cross-reference. Reg. §301.7701-3(c)(1)(v)(C) deems an eligible entity making a timely S election to have elected association classification as well — one form does both jobs. The deeming rule is conditioned on timeliness, so a late filing leaves the entity with an S election and no underlying classification election to sit on.

Rev. Proc. 2013-30 closes the gap with concurrent classification relief, conditioned on five representations. On the current form those are Part IV, which exists for this purpose alone and is otherwise left blank. In substance the entity represents that it is an eligible entity, that it intended to be classified as a corporation as of the intended effective date, that it did not file a timely Form 8832, that it has reasonable cause for both failures, and that it and all owners have reported consistently with S status.

§5.04 — the exception to the 3-year-and-75-day limit

The procedure contains a route to relief without regard to the 3-year-and-75-day period. It is genuinely useful and almost universally misdescribed, because it is not open to everyone who filed late. The exception applies where the Requesting Entity is a corporation, it failed to qualify solely because Form 2553 was not filed timely, it and all its shareholders reported consistently with S status for every year since the intended effective date, at least six months have elapsed since it filed its first Form 1120-S, and neither the entity nor any shareholder was notified by the IRS of any problem with the S status within six months of that return being filed.

Read together, the conditions describe a specific fact pattern: an entity that has behaved as an S corporation for years, filing 1120-S returns the IRS processed without objection, and only later discovered that no Form 2553 was ever filed. It is a clean-up provision for a long-running paper failure, not a general extension.

Where the procedure runs out

When a condition fails, three options remain.

• A private letter ruling under §1362(b)(5). The same reasonable-cause standard, adjudicated individually, with a user fee and a wait measured in months. Worth it when the tax at stake is large; rarely worth it for a single-owner business.
• Relief under §1362(f) for an inadvertent invalid election or inadvertent termination. A different problem — an election that was made but defective, or one that terminated when an eligibility test broke — and also a ruling process.
• Electing forward. Under IRC §1362(b)(3) a late election is not void: absent a relief request it is treated as an election for the following tax year. A business that cannot meet the conditions still becomes an S corporation, just later than it wanted, and that is often better than a marginal request that invites scrutiny of every year in between.

Status as of 2026

Rev. Proc. 2013-30 remains controlling. The form is still Rev. December 2017 and the instructions Rev. December 2020, so the Part IV representations, the seven shareholder rows and the absence of a signature field on page 1 are all unchanged. Form 2553 still cannot be e-filed on its own. The acceptance notice is CP261, with a stated expectation of around 60 days; the IRS publishes no live processing estimate for this form, so keep your fax confirmation or certified-mail receipt as the only proof of your filing date. Form 2553 processing time covers what happens after you file.

If you are working a live request rather than reading for reference, the late S corporation election guide walks the assembly in order and the Form 2553 instructions cover the boxes themselves.