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Termination of S Corporation Election

Subchapter S corporations can take advantage of direct pass-through taxation while maintaining limited liability. However, there are several reasons that companies may wish to revoke their Subchapter S election. For instance, they may want to issue more than one class of stock, or bring in new investors who are ineligible under the Subchapter S rules. Whatever the reason, a Subchapter S election can be revoked so long as shareholders holding more than 50% of the issued and outstanding shares of stock (including non-voting stock) consent to the election. The revocation must be made in a written statement that sets forth the corporation’s name, address, EIN, and number of shares of stock (including non-voting stock) issued and outstanding at the time the revocation is made. The revocation can also specify an effective date. If no date is specified, the revocation is effective at the start of the tax year if the revocation is on or before the 15th day of the 3rd month of that tax year, or the start of the next tax year if the revocation is made after the 15th day of the 3rd month of the tax year. This form allows companies to revoke their S corporation status. Once the completed form has been printed, you must complete the attachment by having all consenting shareholders enter their shareholder information and sign under penalty of perjury. Then mail the form to the IRS Center at the address indicated on the form. Prior to completing this form, be sure to consult your company bylaws, articles, and state rules to ensure that you complied with all corporate formalities in revoking Subchapter S status. If you have any questions, please consult an attorney in your area.

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