To file an 83(b) election, you have 30 days from the date your restricted stock or early-exercised shares are transferred to you to send a signed election — either IRS Form 15620 or a written statement that meets Treasury Regulation 1.83-2 — to the IRS service center where you file your federal return, with a copy to your employer. The filing itself is short. The deadline is the hard part, because it cannot be extended and the election cannot be undone once the window closes.
The 30-Day Clock
The election must be filed no later than 30 days after the date the restricted property is transferred to you. For a restricted stock award, that is almost always the grant date. For an early-exercised option, it is the exercise date. The clock does not start when the stock vests, when you sign the grant paperwork, or when you first hear about the election.1Office of the Law Revision Counsel. 26 USC 83 – Property Transferred in Connection With Performance of Services
If day 30 falls on a Saturday, Sunday, or legal holiday, the deadline moves to the next business day.2Office of the Law Revision Counsel. 26 U.S. Code 7503 – Time for Performance of Acts Where Last Day Falls on Saturday, Sunday, or Legal Holiday That is the only exception. There is no late-filing option and no relief. Miss the deadline and the election is gone.
Information the Election Must Contain
Treasury Regulation 1.83-2(e) sets out exactly what the election has to include. Gather all of this before you draft anything:3eCFR. 26 CFR 1.83-2 – Election to Include in Gross Income in Year of Transfer
- Your full legal name, current address, and Social Security Number or ITIN.
- A description of the property: the number of shares and class of stock.
- The date the property was transferred to you and the taxable year for which you are making the election.
- The nature of the vesting restrictions on the property.
- The fair market value of the property at the time of transfer, determined without regard to any restrictions that will eventually lapse.
- The amount you paid for the property, if anything.
- A statement that you have furnished copies of the election to your employer and any other required parties.
For startup stock, the fair market value figure normally comes from the company’s most recent 409A valuation. Ask the finance team or company counsel for the current 409A per-share price before you file if you don’t already have it.
The income you are electing to recognize is the fair market value minus whatever you paid. For founders who received shares at incorporation for a fraction of a penny, that number is often zero or close to it.
Form 15620 or a Written Statement
You can use IRS Form 15620, a one-page form the IRS released specifically for Section 83(b) elections.4Internal Revenue Service. Form 15620 – Section 83(b) Election Or you can draft your own written statement that meets Treasury Regulation 1.83-2.5Internal Revenue Service. Update to the 2024 Publication 525 for Section 83(b) Election Both are equally valid.
Form 15620 is the easier route for most people because it prompts you for each required data point. If you write your own letter instead, it needs to identify itself as an election under Section 83(b) of the Internal Revenue Code, cover every item the regulation lists, and be signed and dated.
If you are married and live in a community property state, consider having your spouse sign the election too. Community property rules can create ambiguity about who owns the shares, and a spousal signature clears that up.
Mailing the Election to the IRS
The IRS accepts 83(b) elections only by mail. Send the signed original to the IRS service center where you file your federal income tax return.4Internal Revenue Service. Form 15620 – Section 83(b) Election The correct address depends on the state where you live and is listed in the Form 15620 instructions and on the IRS website.
What matters for the deadline is the postmark, not the date the IRS receives the envelope. Under Section 7502, a timely postmark counts as timely filing.6Office of the Law Revision Counsel. 26 U.S. Code 7502 – Timely Mailing Treated as Timely Filing and Paying You need to be able to prove that postmark date later, which is why the shipping method matters.
USPS Certified Mail with Return Receipt Requested is the standard choice. The certified mail receipt shows the postmark date, and the green return receipt card comes back signed by someone at the IRS, proving delivery. Keep both. USPS registered mail provides equivalent proof.
You can also use an IRS-designated private delivery service from FedEx, UPS, or DHL, but only specific service tiers qualify.7Internal Revenue Service. Private Delivery Services (PDS) For FedEx, qualifying options include Priority Overnight, Standard Overnight, and 2 Day. For UPS, they include Next Day Air and 2nd Day Air. Regular ground shipping doesn’t count. Keep the tracking receipt and delivery confirmation.
Before you mail the original, make at least two copies: one for your employer and one for your permanent file.
Sending a Copy to Your Employer
Filing with the IRS is only half the requirement. You also have to send a copy of the election to the employer (or whoever you performed the services for) within the same 30-day window.3eCFR. 26 CFR 1.83-2 – Election to Include in Gross Income in Year of Transfer The company needs the election so it can handle its own tax reporting; the income you recognize will typically appear on your Form W-2 for the year.
Deliver the employer copy in a way that leaves a record. Email with a read receipt, hand delivery with a signed acknowledgment, or a timestamped upload to the company’s equity management platform all work. The point is being able to prove you delivered it and when.
Reporting and Recordkeeping After You File
You no longer need to attach a copy of the election to your federal tax return; the IRS removed that requirement in 2016.8Internal Revenue Service. Internal Revenue Bulletin 2016-33 You do still have to report the recognized income on your return for the year the property was transferred.
Hold on to these documents permanently, or at least until you sell the shares and the statute of limitations on that tax year closes:
- Your copy of the signed election (Form 15620 or written statement).
- Proof of timely mailing: the certified mail receipt with the postmark date, or the private delivery service tracking receipt.
- Proof of delivery: the USPS return receipt card signed by the IRS, or the private carrier’s delivery confirmation.
- Proof of employer notification: the email read receipt, signed acknowledgment, or platform timestamp.
- The 409A valuation or other documentation supporting the fair market value you reported.
These records may sit untouched for years. When you sell the shares, though, the IRS will want to see that your cost basis reflects the 83(b) election. Without the paperwork, you could end up paying tax twice on the same income.
If You Don’t Have a Social Security Number
Non-U.S. founders without a Social Security Number need an Individual Taxpayer Identification Number (ITIN) to file the election. You apply for one by submitting Form W-7 with identity documentation, typically a passport or a certified copy from the issuing authority. ITIN applications go by mail and can take several weeks. The 30-day election deadline does not pause while you wait, so start the ITIN process the moment you receive your grant.
Before You File: When the Election Helps and When It Hurts
An 83(b) election makes sense when the current value of the stock is low and you expect to stay through vesting. Founders receiving shares at incorporation for fractions of a penny are the classic case, because the tax owed at grant is negligible and future appreciation can qualify for long-term capital gains rates if you hold the shares for more than one year from the transfer date.1Office of the Law Revision Counsel. 26 USC 83 – Property Transferred in Connection With Performance of Services
The risks run the other way. Once the 30-day window closes, the election is effectively irrevocable. The IRS will consider revocation only if you made the election under a genuine mistake of fact about the underlying transaction, and only if you request it within 60 days of discovering that mistake.3eCFR. 26 CFR 1.83-2 – Election to Include in Gross Income in Year of Transfer A drop in stock value doesn’t qualify. Misjudging the tax consequences doesn’t qualify. You can withdraw the election only before the 30-day deadline expires.
If you leave before your shares vest, you forfeit the unvested shares and the tax you paid on them. The statute expressly denies any deduction for forfeited property when an 83(b) election was made; your deduction is capped at whatever you actually paid out of pocket, not the income you previously recognized.1Office of the Law Revision Counsel. 26 USC 83 – Property Transferred in Connection With Performance of Services And if the stock declines, you still owe the tax you already paid at grant-date value. Any eventual loss is a capital loss, deductible against ordinary income only up to $3,000 per year ($1,500 if married filing separately), with the excess carried forward.9Internal Revenue Service. Topic No. 409, Capital Gains and Losses
None of this changes the mechanics of filing. It changes whether you should file at all. Work the numbers before you drop the envelope in the mail, because after that, the decision is locked in.