Who must sign the revocation?

The revocation must be signed by an officer or authorized representative and include required shareholder consents. Under IRC §1362, consent signatures and identification (TINs) are often necessary to validate the termination.

When does the revocation become effective?

Effectiveness depends on the stated effective date and IRS acceptance. Timing rules mirror Form 2553 procedures; selecting an appropriate MM/DD/YYYY date determines the first tax year treated as a C corporation.

Can the revocation be e-signed?

Yes. Electronic signatures meeting ESIGN (15 U.S.C. ch. 96) and UETA standards are generally acceptable. Ensure the platform provides an auditable certificate and retention capability to meet legal validity tests.

Is notarization required?

Notarization is not typically required by the IRS for a revocation letter, but state corporate filings may have different rules. Check the secretary of state or state DOR for local notarization requirements.

What if I miss the deadline?

Late or improperly executed revocations can cause the revocation to apply in a later tax year or be rejected, potentially generating additional filings and tax adjustments; consult a tax advisor promptly.

How long should I keep records?

Retain signed revocation documents and supporting consents for at least 3 years per IRS minimums (IRC §6501(a)), and consider keeping them 6–7 years to cover state and industry-specific requirements.

Electronic Signature
Templates
Legal
S-Corp Revocation Form

S-Corp Revocation Form

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

S-Corp Revocation Form

This Revocation is made by the undersigned parties as of the date of signature below. Corporation Name: Employer Identification Number: State of Incorporation: Principal Office:

RECITALS

WHEREAS, the Corporation elected to be subject to federal pass-through tax treatment pursuant to Subchapter S and represented such election in applicable filings and shareholder agreements; and

WHEREAS, the Corporation and the undersigned shareholders have reviewed the legal and tax consequences of terminating that election and have determined that revocation is in the best interest of the Corporation and its shareholders as of the Effective Date set forth herein; and

WHEREAS, shareholders holding a majority in number of outstanding shares entitled to vote (as required by applicable law) have agreed to consent to the revocation as evidenced by the attached consent statements and herein.

NOW, THEREFORE

In consideration of the mutual covenants and representations contained herein, the parties agree as follows:

1. REVOCATION

The Corporation hereby irrevocably revokes its election to be treated under Subchapter S effective as of . The revocation shall be effective for all purposes as of that date.

2. SHAREHOLDER CONSENT AND REPRESENTATIONS

The undersigned shareholders represent and warrant that shareholders holding at least a majority in number of the outstanding shares entitled to vote have consented to this revocation. Percentage of voting shares consenting:

List of Consenting Shareholders (attach additional pages if necessary):

3. AUTHORITY TO EXECUTE

The officer executing this Revocation on behalf of the Corporation represents and warrants that such officer has been duly authorized by the board of directors or by corporate resolution to execute and deliver this Revocation and to bind the Corporation. The shareholder representative executing below represents that they are authorized to execute on behalf of the consenting shareholders listed herein.

4. FILING AND NOTIFICATION

The Corporation shall prepare and file all documents required to effect the revocation with relevant tax authorities and shall provide copies of any filings or correspondence to the consenting shareholders upon request. The Corporation shall take all reasonable steps necessary to avoid unintended adverse tax consequences where practicable.

5. EFFECTS AND LIMITATIONS

Except as required by applicable law, this Revocation shall operate prospectively from the Effective Date set forth above. The Corporation and the consenting shareholders acknowledge that certain tax attributes, reporting obligations, and liabilities may survive the revocation to the extent mandated by law.

6. NOTICES

Any notice required or permitted under this Revocation shall be in writing and delivered by hand, by certified mail, or by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by written notice.

Notices to Corporation: Notices to Shareholder Representative:

7. AMENDMENTS, WAIVER, COUNTERPARTS

This Revocation may be amended only by a written instrument signed by the Corporation and the shareholder representative. No failure or delay by any party in exercising any right shall operate as a waiver. This Revocation may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

8. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Revocation shall be governed by and construed in accordance with the laws of the state of incorporation without regard to principles of conflicts of law. This Revocation constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating thereto. If any provision of this Revocation is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

CERTIFICATION

By signing below, the undersigned certify under penalty of perjury that the statements made herein are true and correct to the best of their knowledge, that the requisite shareholder consents have been obtained, and that the persons signing have authority to execute this Revocation on behalf of the identified parties.

Additional Remarks or Conditions (if any):

Corporation Officer:

Title:

Corporation Printed Name:

By:

Date:

Shareholder Representative:

Representative Capacity:

Shareholder Printed Name:

By:

Date:

What the S-Corp Revocation Form Is and When It Applies

The S-Corp Revocation Form documents a taxpayer's decision to terminate an S corporation election so the entity is taxed as a C corporation going forward. Revocation typically notifies the IRS (under IRC §1362) and, where applicable, state tax agencies or the secretary of state. The form or revocation letter must identify the corporation, specify the effective date of termination, and include required shareholder consent. Properly completed revocations affect tax reporting, payroll, and shareholder tax returns for the effective tax year.

Why Revoking an S Election Matters for Tax and Governance

Revoking S status changes how the entity and shareholders are taxed, may affect eligibility for certain deductions, and alters corporate reporting obligations. A clear, timely revocation minimizes misfiling risk and aligns tax treatment with business objectives.

Who typically completes the S-Corp Revocation Form

Corporate officers, tax advisors, and authorized representatives usually prepare and submit the revocation to ensure compliance with IRS and state rules.

Corporate officers and CFOs responsible for entity tax elections and financial reporting, coordinating shareholder consent and IRS notification.
CPAs and tax attorneys who advise on tax consequences, prepare revocation statements, and confirm effective dates with the IRS.
Registered agents or in-house counsel who confirm any state-level filing or disclosure requirements and maintain corporate records.

Work with counsel or a tax professional to confirm shareholder consent requirements and the precise filing steps for both federal and state authorities.

Step-by-step: completing and submitting the revocation

Follow these sequential steps to prepare, sign, and submit an S-Corp Revocation Form so the election ends cleanly and reporting is accurate.

01

Confirm authority: Verify corporate bylaws and shareholder voting thresholds.
02

Gather consents: Collect required shareholder signatures and TINs.
03

Prepare revocation: Draft revocation letter or form with effective date.
04

File and retain: Send to IRS and retain copies per retention rules.

How the submission process typically flows

This simple flow describes the common route from preparation to IRS acknowledgment for an S-Corp Revocation.

Prepare document: Draft revocation and assemble consents.
Authorize signatures: Officer or authorized rep signs and dates.
Send to IRS: Mail or e-submit per IRS guidance.
Confirm processing: Keep proof of mailing and any IRS responses.

Typical e-submission settings for revocation documents

When using an electronic workflow, configure these basic fields to capture required data and ensure a strong audit trail.

Field	Configuration
Authentication	Email + optional SMS code for signer identity
Signature type	Hand-drawn or typed e-signature with audit trail
Document format	PDF/A recommended for long-term retention
Notification	Auto-email copies to all consenting shareholders

Digital signing and file formats to support

Use an e-signature platform that preserves an audit trail, supports PDF and DOCX, and complies with ESIGN and UETA.

File formats: PDF, DOCX
Integrations: Google Workspace, NetSuite, Salesforce
Authentication: Email, SMS code, KBA optional

Ensure the platform can export a tamper-evident signed PDF and store a certificate of completion for recordkeeping and audit purposes.

Key filing and tax deadlines to consider

Revocation timing interacts with corporate and shareholder filing deadlines; plan ahead to avoid late filing consequences.

Form 1120S due:

March 15 for calendar-year S corporations

Form 2553 timing:

Generally within 2 months, 15 days of effective date

Individual return deadline:

April 15 — impacts shareholder reporting

Make payroll adjustments:

Adjust withholdings effective as of revocation date

Proof of mailing:

Retain certified mail or electronic receipt

Milestones from decision to completed revocation

Track these sequential milestones to confirm the revocation is authorized, submitted, and recorded for the intended tax year.

01

Decision date

Board/shareholders vote and set revocation date

02

Consent collection

Gather and record all required shareholder consents

03

IRS submission

Send revocation letter or form with consents

04

Record retention

Store executed documents and mailing proofs

Essential components of a professional revocation package

Include these elements to ensure the S-Corp Revocation Form is complete, auditable, and acceptable to tax authorities.

Identification

Corporation legal name, EIN, address, and state of incorporation clearly stated for unambiguous identification.

Effective date

A clearly stated MM/DD/YYYY effective date that determines the first tax year treated as a C corporation.

Shareholder consent

Signed statements from required shareholders listing names, TINs, and signature dates to satisfy IRC §1362 requirements.

Authority statement

Officer declaration of authority to execute revocation, including printed name and corporate title for validation.

Attachment list

Attach supporting documents such as shareholder consents, prior IRS letters, and corporate meeting minutes if required.

Retention note

Include a recordkeeping statement indicating where original signed documents will be retained for audit purposes.

Security, compliance, and audit trail essentials

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Audit trail: Detailed timestamp, IP, and action log retained

HIPAA readiness: HIPAA-compliant with BAA available

Regulatory certs: SOC 2 Type II; ISO 27001; PCI DSS

ESIGN / UETA: Compliant with ESIGN and UETA rules

21 CFR part 11: Supports FDA-regulated signature controls

Potential penalties and risks from errors

Incorrect effective date: May cause misfiled tax years

Missing consent: Could invalidate the revocation

Late IRS notice: Possible late-filing consequences

Backup withholding: 24% withholding if TIN missing

State exposure: Additional state tax liabilities possible

Recordkeeping failure: Complicates audits and penalties

Common preparation mistakes to avoid

Failing to secure written shareholder consent from every required owner can render the revocation ineffective and cause disputes during audits or litigation.
Using an incorrect effective date or ambiguous phrasing in the revocation letter may result in the IRS applying the revocation to a different tax year than intended.
Neglecting to update payroll and withholding after revocation leads to reporting errors and potential penalties for both the entity and individual shareholders.
Relying on unsigned or improperly authenticated electronic signatures without documenting consent or retention procedures increases the risk of nonacceptance.

Real-world examples of revocation workflows

These brief examples show how organizations finalized S-Corp revocations while managing signatures and recordkeeping.

Optica Ventures LLC

A small holding company decided to revoke S status to simplify corporate taxation.

Team collected unanimous shareholder consent by mail and electronic signing.
They retained signed consents, filed the revocation letter with the IRS, and updated payroll systems; the process reduced ongoing shareholder K-1 complexity for following tax years.

Martin Properties

A real estate owner converted to C-corp taxation to support capital reinvestment.

The company used an e-signature platform with audit trails.
They secured officer approval, collected shareholder signatures remotely, and stored tamper-evident signed PDFs; counsel confirmed state filings where required and updated accounting treatments.

Vendor pricing and compliance snapshot for e-signing revocation forms

Compare basic pricing, bulk-send capability, audit trail presence, HIPAA compliance, and envelope limits across signNow and common competitors.

	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 trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Practical tips for accurate, efficient completion

Adopt consistent procedures so revocations are authorized, documented, and processed with minimal risk.

Document corporate authority clearly

Record board minutes and resolutions that authorize the revocation, and attach those minutes to the revocation package to avoid later disputes.

Use standardized signature fields

Place named signature and date fields for each consenting shareholder and officer to ensure complete execution and clear attribution.

Preserve audit evidence

Keep signed PDFs, certificates of completion, and mailing receipts in a centralized record system for at least the statutory retention period.

Coordinate tax and payroll

Update payroll withholding and tax-accounting entries effective on the revocation date to prevent reporting inconsistencies.

Frequently asked questions about S-Corp revocation

Answers to common questions about authority, timing, signatures, and recordkeeping for S-Corp Revocation Forms and letters.

Need help? Contact support

Who must sign the revocation?
The revocation must be signed by an officer or authorized representative and include required shareholder consents. Under IRC §1362, consent signatures and identification (TINs) are often necessary to validate the termination.
When does the revocation become effective?
Effectiveness depends on the stated effective date and IRS acceptance. Timing rules mirror Form 2553 procedures; selecting an appropriate MM/DD/YYYY date determines the first tax year treated as a C corporation.
Can the revocation be e-signed?
Yes. Electronic signatures meeting ESIGN (15 U.S.C. ch. 96) and UETA standards are generally acceptable. Ensure the platform provides an auditable certificate and retention capability to meet legal validity tests.
Is notarization required?
Notarization is not typically required by the IRS for a revocation letter, but state corporate filings may have different rules. Check the secretary of state or state DOR for local notarization requirements.
What if I miss the deadline?
Late or improperly executed revocations can cause the revocation to apply in a later tax year or be rejected, potentially generating additional filings and tax adjustments; consult a tax advisor promptly.
How long should I keep records?
Retain signed revocation documents and supporting consents for at least 3 years per IRS minimums (IRC §6501(a)), and consider keeping them 6–7 years to cover state and industry-specific requirements.

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