Form 2553: How an LLC or Corporation Elects S Corp

Last updated 31 October 2026

Form 2553 is titled Election by a Small Business Corporation. A corporation, or an entity eligible to be treated as a corporation, files it to be an S corporation for federal income tax. The IRS publishes the form on its Form 2553 page.

Who can be an S corporation?

The IRS lists the tests on its S corporations page. The company must:

be a domestic corporation;
have only shareholders who are individuals, certain trusts or estates, and not partnerships, corporations or non-resident alien shareholders;
have no more than 100 shareholders;
have only one class of stock;
not be an ineligible corporation, such as certain financial institutions and insurance companies.

An LLC is not a corporation by default. An LLC that wants S status first has to be eligible to be treated as a corporation. Read the LLC and S corp comparison before you decide.

What is the Form 2553 deadline?

The instructions for Form 2553 give the timely window: no more than 2 months and 15 days after the beginning of the tax year the election takes effect, or at any time during the tax year before that year.

Miss it and relief may exist. The instructions refer to Rev. Proc. 2013-30, which allows a late filing within 3 years and 75 days of the date entered on line E of the form, if its conditions are met. Ask an accountant whether you qualify before you rely on it.

Do LLCs need a separate election?

The instructions say an entity eligible to elect corporate status that meets the tests is treated as a corporation from the effective date of the S election. It does not need to file Form 8832. Most single-member and multi-member LLCs use this route when they want S status.

For background, the IRS says an LLC with one member is disregarded as separate from its owner by default, and an LLC with two or more members is a partnership, unless it files Form 8832 to elect corporate treatment. Source: IRS LLC page.

What do you need before you file?

An EIN for the company. See how to get an EIN.
Every shareholder's or member's consent, signed and dated.
The date the election should take effect.
Your tax year, which is usually the calendar year.

Check the filing address in the instructions, because it depends on the state. The IRS has changed those addresses for some filers, so use the current instructions, not an old copy.

What changes after the election?

Federal tax treatment changes, not the state formation. Your LLC stays an LLC with the state, keeps its annual report duties and keeps its operating agreement. Update the operating agreement so it matches how profits and payroll now work.

Some states tax or treat S corporations differently. Check your state's rules, for example in Florida or New York.

This is general information, not tax advice. An accountant should confirm whether S status helps you.

Questions people ask

What is Form 2553 used for?

It makes the election under section 1362(a) to be an S corporation. A corporation or an entity eligible to be treated as a corporation files it with the IRS.

What is the deadline for Form 2553?

No more than 2 months and 15 days after the beginning of the tax year the election takes effect, or any time during the tax year before it. Late relief exists under Rev. Proc. 2013-30.

Does an LLC need to file Form 8832 as well?

The Form 2553 instructions say an eligible entity that meets the tests is treated as a corporation from the effective date of the S election and does not need to file Form 8832.

Who has to sign Form 2553?

Each shareholder consents by signing and dating column K or a separate consent statement.

Can a non-resident alien own S corporation shares?

No. The IRS says shareholders may be individuals, certain trusts and estates, and may not be partnerships, corporations or non-resident alien shareholders.