How is revocation filed with the IRS?

File a signed statement with the IRS indicating the corporation's intent to revoke the S election, include the EIN and effective date, and attach a copy of any prior Form 2553. The corporation should retain proof of delivery and any supporting shareholder consents.

Who must sign the revocation?

An authorized corporate officer typically signs; shareholder consent must be documented per the corporation's bylaws and IRS expectations. Ensure signatures clearly indicate authority and are dated to match the stated effective date.

Can the revocation be e-signed?

Yes. Electronic signatures are legally valid under the ESIGN Act and UETA when intent and consent are documented and the record is reproducible. Maintain an audit trail showing signer identity, timestamp, and method of authentication.

When does the revocation take effect?

The effective date specified in the revocation determines when S status ends; incorrect dates can change which tax year is affected. Coordinate timing with tax counsel to manage built-in gains and shareholder reporting consequences.

Do states require separate notice?

Some states treat S status separately and may require notification or additional state filings. Verify requirements with the state Department of Revenue to determine whether separate state elections or notifications are necessary.

Can a revocation be reversed?

Reversal is possible only by filing a new S-election if the entity remains eligible, and timing will follow IRS rules for elections. Consult tax counsel for whether relief or late election procedures are available in unusual circumstances.

Electronic Signature
Templates
Other
Revocation of Subchapter S Election

Revocation of Subchapter S Election

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

REVOCATION OF ELECTION OF COVERAGE

By filing this Revocation, you are revoking a previously filed Notice of Election of Coverage.

(Check one):

Sole Proprietor

Partner

PLEASE TYPE OR PRINT

Business Entity

Name of Business:

Trade Name; d/b/a; or a/k/a:

Business Mailing Address:

City:

County:

State:

Zip Code:

Federal Employer Identification Number:

Telephone Number:

Email:

Workers' Compensation Insurance Provider

Name of Insurer:

Address of Insurer:

Policy Number:

Effective Date of Policy:

Applicant

Name:

Signature:

Date:

SUBMIT THIS FORM TO:

DIVISION OF WORKERS' COMPENSATION

BUREAU OF COMPLIANCE

200 East Gaines Street

Tallahassee, FL 32399-4228

DFS-F2-DWC 251-R, REVOCATION OF ELECTION OF COVERAGE - REVISED 08/13

MS 10-16

What the Revocation of Subchapter S Election Is

A Revocation of Subchapter S Election is a formal notice from an S corporation or eligible small business entity to the Internal Revenue Service that terminates its prior S corporation tax status under Subchapter S of the Internal Revenue Code. Revocation changes federal tax treatment so the corporation is taxed as a C corporation beginning the effective tax year stated in the revocation. The notice typically documents shareholder consent, the effective date, and any transitional tax reporting instructions needed to close out S-election obligations.

Why Revoking an S Election Matters

Revocation alters federal tax classification, affects shareholder tax liabilities, and changes corporate-level tax obligations. Use revocation to address changes in ownership, to avoid built-in gains tax issues, or to pursue different corporate tax strategies; ensure timing aligns with IRS rules for effective dates under the Internal Revenue Code.

Which parties typically prepare or use this revocation

Parties preparing or receiving a Revocation of Subchapter S Election include corporate officers, tax advisors, shareholders, and payroll/accounting teams responsible for tax reporting.

Corporate officers and directors who authorize change and sign the revocation document.
Shareholders whose consent or majority agreement is required under IRS rules and corporate bylaws.
Tax professionals and accountants who prepare filings and advise on timing and tax consequences.

Coordination among legal, tax, and accounting advisers is recommended to ensure the revocation is valid, timely, and reflected in trimestral payroll and year-end reporting.

Representative signers and preparers

Corporate Officer

A chief financial officer or corporate secretary often prepares and signs the revocation on the corporation's behalf, confirms shareholder consent, and coordinates updates to payroll and tax reporting.

Tax Advisor

A CPA or tax attorney typically reviews the revocation's timing and language, advises on built-in gains and distribution consequences, and files the required notice with the IRS.

Essential data elements to include

Entity name: Full legal name

EIN: Employer Identification Number

Effective date: MM/DD/YYYY format

Tax year: Calendar or fiscal

Shareholder consent: Signed approval

Authorized signature: Officer name and title

Risks and consequences of incorrect or late revocation

Incorrect timing: Wrong tax-year treatment

Missing consent: Revocation invalidated

Tax surprises: Built-in gains tax exposure

Reporting errors: Penalties or adjustments

Payroll impact: Withholding miscalculations

State issues: Unanticipated state tax liability

Common preparation pain points

Failing to document or obtain explicit written shareholder consent causes disputes about revocation validity and can lead to IRS rejection or reclassification.
Choosing an incorrect effective date can subject the corporation to additional tax for the year intended to be covered by the S election.
Omitting the EIN or providing a mismatched company name often delays IRS processing and complicates matching with prior S-election records.
Not coordinating with state tax authorities can create unexpected state-level tax filings or adjustments after federal revocation.

Step-by-step: completing a Revocation of Subchapter S Election

Follow these core steps in sequence to prepare a valid revocation notice and minimize filing risk.

01

Confirm eligibility: Verify the entity currently holds S status and is eligible for revocation.
02

Obtain consent: Collect required shareholder signatures per corporate bylaws and IRS rules.
03

Draft notice: Include EIN, effective date, and statement revoking S election.
04

File and notify: Send the notice to the IRS and inform state and payroll parties.

How the revocation process typically flows

A clear workflow reduces errors and ensures tax and payroll systems are updated in the correct order.

Internal approval: Board or shareholder approval obtained and documented.
Drafting: Tax advisor drafts the revocation statement for signature.
IRS submission: Notice delivered to IRS per filing instructions.
Post-filing updates: Notify payroll, accounting, and state tax authorities.

What a professional revocation document includes

A complete revocation statement provides a clear, auditable record for federal tax administration and for internal compliance and shareholder records.

Clear revocation language

A concise statement declaring the corporation's intent to revoke its Subchapter S election, referencing prior Form 2553 or S-election date and specifying the effective tax year or date for termination.

Entity identification

Full legal name, trade name if applicable, Employer Identification Number (EIN), business address, and contact details to ensure IRS records match prior filings and to avoid processing delays.

Effective date

A clearly stated effective date in MM/DD/YYYY format or a tax-year designation that determines when C-corporation tax treatment begins and which year requires transitional reporting.

Shareholder consent

Signatures or written consent from shareholders as required by IRC guidance and the corporation's governing documents; include the number of shares or percentage represented by consenting shareholders.

Authorized signature

Signature block for an officer or authorized representative with printed name, title, and date; include preparer contact and identification if applicable for follow-up.

Attachments and exhibits

Supporting documents such as prior Form 2553 copy, shareholder resolution, and any state tax forms or notices relevant to the revocation and post-revocation reporting.

Key digital workflow settings for preparation and eSubmission

Standardize fields and signer roles in your eSignature workflow to reduce errors and create an audit-ready record.

Field	Configuration
Entity Name Field	Required text field, auto-validated
EIN Field	Numeric MM-LL pattern validation
Effective Date Field	MM/DD/YYYY date picker
Shareholder Signature	Signer role with signature and date

Digital signing and submission considerations

Determine whether you will accept electronic signatures and, if so, which authentication level and audit trail you require.

Authentication: Email or SMS code
Audit Trail: IP, timestamp, certificate
Format Support: PDF or DOCX

Ensure your chosen platform complies with ESIGN and UETA and provides a tamper-evident signed document and audit trail for IRS and corporate records.

Timing considerations and effective date rules

Careful attention to effective dates determines which tax year the revocation applies to and which reporting periods require changes.

Effective tax year selection:

Choose the intended tax year per IRC rules and corporate bylaws.

Shareholder consent deadline:

Obtain consent before the effective date to avoid invalidation.

IRS processing:

Allow time for IRS to process and for payroll systems to update.

Quarterly payroll updates:

Update withholding and payroll forms for affected quarters.

State filings:

Some states require separate notification or tax elections.

Key milestones from decision to post-revocation reporting

Track these milestones to ensure shareholder approval, correct IRS filing, and accurate post-revocation tax reporting.

01

Board/shareholder vote

Formal approval recorded and signed by authorized parties.

02

Prepare revocation statement

Draft includes EIN, effective date, and shareholder consent.

03

Submit to IRS

Send notice per IRS guidance for revocation of S status.

04

Notify stakeholders

Inform payroll, state DOR, and accounting teams for updates.

eSignature platform comparison for preparing and signing the revocation

Compare core pricing and compliance features for common eSignature vendors; signNow is listed first per display convention without endorsement language.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently asked questions about revoking an S election

Answers to common questions about timing, signatures, electronic submission, and post-revocation tax effects.

Need help? Contact support

How is revocation filed with the IRS?
File a signed statement with the IRS indicating the corporation's intent to revoke the S election, include the EIN and effective date, and attach a copy of any prior Form 2553. The corporation should retain proof of delivery and any supporting shareholder consents.
Who must sign the revocation?
An authorized corporate officer typically signs; shareholder consent must be documented per the corporation's bylaws and IRS expectations. Ensure signatures clearly indicate authority and are dated to match the stated effective date.
Can the revocation be e-signed?
Yes. Electronic signatures are legally valid under the ESIGN Act and UETA when intent and consent are documented and the record is reproducible. Maintain an audit trail showing signer identity, timestamp, and method of authentication.
When does the revocation take effect?
The effective date specified in the revocation determines when S status ends; incorrect dates can change which tax year is affected. Coordinate timing with tax counsel to manage built-in gains and shareholder reporting consequences.
Do states require separate notice?
Some states treat S status separately and may require notification or additional state filings. Verify requirements with the state Department of Revenue to determine whether separate state elections or notifications are necessary.
Can a revocation be reversed?
Reversal is possible only by filing a new S-election if the entity remains eligible, and timing will follow IRS rules for elections. Consult tax counsel for whether relief or late election procedures are available in unusual circumstances.

Explore Templates

Cat Medical Intake Form Hospital Intake Sheet Personal Injury Intake Form Workers' Compensation Intake Form PROMIS Eligible Child Demographic Form Ex Parte TRO Intake Form Cases with Children

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now