There is no single revocation of election form that covers every tax election. The IRS uses a different procedure for each one, and the most common revocation — canceling S corporation status — doesn’t use a pre-printed form at all. It requires a written statement signed by shareholders holding more than half the stock. Other elections are undone with Form 8832, Form 3115, or an amended return, and a few can’t be revoked without a private letter ruling from the IRS.
What follows is the procedure for each of the elections taxpayers most often want to unwind, along with the waiting periods and tax consequences that follow.
Revoking an S Corporation Election
S corporation revocation is governed by IRC Section 1362. You file a written revocation statement with the IRS service center where the corporation files its annual return.1Internal Revenue Service. Revoking a Subchapter S Election
What Goes in the Statement
The statement must include the corporation’s name, address, and taxpayer identification number, a clear declaration of intent to revoke the S election, and the proposed effective date. It must be signed under penalties of perjury by shareholders who collectively own more than 50% of the issued and outstanding shares, counting both voting and non-voting stock.1Internal Revenue Service. Revoking a Subchapter S Election Without those signatures, the revocation is invalid. Minority shareholders who don’t sign have no veto, and the federal tax code doesn’t require the corporation to formally notify them.
Send the statement by certified mail with return receipt requested. The receipt is your proof of timely filing.
Effective Date
You have real flexibility on when the revocation takes effect. File on or before the 15th day of the third month of the tax year, and you can make it retroactive to the first day of that year. For a calendar-year corporation, that means March 15 for a January 1 effective date.2Office of the Law Revision Counsel. 26 USC 1362 – Election; Revocation; Termination
You can also pick a future date, as long as it falls on or after the day you actually file. File after the 15th day of the third month without specifying a date and the revocation defaults to the first day of the next tax year.4Office of the Law Revision Counsel. 26 USC 1362 – Election; Revocation; Termination
If the revocation takes effect on any day other than the first day of the tax year, the IRS treats the year as two short tax years: an S corporation short year ending the day before the effective date, and a C corporation short year running from the effective date through year-end.3Office of the Law Revision Counsel. 26 USC 1362 – Election; Revocation; Termination Both short-year returns share the same filing deadline: the due date, including extensions, of the C short year return.5eCFR. 26 CFR 1.1362-3 – Treatment of S Termination Year
Revoking a QSub Election
A Qualified Subchapter S Subsidiary election is revoked by the parent S corporation filing a statement with the IRS service center where the parent files. The statement identifies both the parent and the subsidiary, states the effective date, and is signed by an authorized officer of the parent.6eCFR. 26 CFR 1.1361-3 – QSub Election
QSub status also terminates automatically if the parent’s own S election ends. Revoke the parent’s S status and every subsidiary’s QSub status disappears at the same time, with no separate filing. After a QSub revocation, the subsidiary generally cannot re-elect QSub status for five tax years unless the IRS Commissioner grants early consent.7eCFR. 26 CFR 1.1361-5 – Termination of QSub Election
Changing a Form 8832 Entity Classification
If you used Form 8832 to elect how your entity is classified for federal tax purposes, you undo that choice by filing a new Form 8832 with the updated election. The new election cannot take effect more than 75 days before you file it and cannot take effect more than 12 months after.8Internal Revenue Service. Form 8832 Entity Classification Election Instructions
The catch is the 60-month rule. Once you change your entity’s classification by election, you generally cannot change it again by election for 60 months from the prior effective date. The IRS can waive the period through a private letter ruling if more than 50% of the entity’s ownership interests have changed hands since the prior election. The limitation also doesn’t apply if the previous election was the entity’s initial classification, effective on the date of formation.8Internal Revenue Service. Form 8832 Entity Classification Election Instructions
Revoking a Section 179 Expense Election
Section 179 is the rare election you can undo without IRS approval. File an amended return for the year of the election, within the normal statute of limitations, and include any adjustments that flow from the revocation. The main one is depreciation you would have claimed on the property instead of expensing it.9Internal Revenue Service. Instructions for Form 4562
One detail catches people off guard: the revocation itself is irrevocable. Once you amend to undo the Section 179 expense, you cannot amend again to re-elect Section 179 on the same property. Confirm the math before filing.9Internal Revenue Service. Instructions for Form 4562
Section 83(b) Elections Are Essentially Irrevocable
If you filed a Section 83(b) election to recognize income on restricted stock at grant rather than at vesting, expect no easy way out. Revocation requires written IRS consent and is granted only in narrow circumstances, typically when the underlying transfer agreement is rescinded or falls through, not simply because the stock lost value. Rev. Proc. 2006-31 sets out the process, but as a practical matter most 83(b) elections cannot be reversed. Talk to a tax professional before investing time in trying.
Changing an Accounting Method With Form 3115
Switching accounting methods isn’t a revocation in the same sense as an entity election, but it functions the same way: you’re undoing a prior choice about how you report income or deductions. The form is Form 3115, Application for Change in Accounting Method.10Internal Revenue Service. About Form 3115, Application for Change in Accounting Method
The IRS splits accounting method changes into automatic and non-automatic. Automatic changes cover a broad list published in the current revenue procedure. You attach Form 3115 to your timely filed return for the year of change, file a signed duplicate with the IRS National Office, and the change goes through without advance approval as long as you meet the eligibility rules.11Internal Revenue Service. Instructions for Form 3115
Non-automatic changes require you to file Form 3115 with the IRS National Office during the tax year for which you want the change, then wait for a formal letter ruling. That process takes months and involves a user fee.11Internal Revenue Service. Instructions for Form 3115 Check the current revenue procedure to see whether your change is on the automatic list.
Every method change triggers a Section 481 adjustment that captures the cumulative difference between the old method and the new one as of the beginning of the year of change.12Office of the Law Revision Counsel. 26 USC 481 – Adjustments Required by Changes in Method of Accounting Positive adjustments (increases to taxable income) are generally spread over four years; negative adjustments are taken entirely in the year of change.13Internal Revenue Service. 4.11.6 Changes in Accounting Methods
If You Missed the Deadline: Section 9100 Relief
Miss the deadline for an election or revocation and the IRS offers limited relief under Treasury Regulation Section 301.9100. It comes in two tiers.
Section 301.9100-2 provides automatic extensions of time, typically six months, for certain regulatory elections whose deadlines are tied to the return due date. No IRS permission needed; you file within the extended window. The relief applies only to elections specifically listed in the regulation.
Section 301.9100-3 is discretionary. You request a private letter ruling from the IRS National Office, demonstrating that you acted reasonably and in good faith and that granting relief won’t harm the government’s interests.14eCFR. 26 CFR 301.9100-3 – Extensions of Time for Making Elections The user fee for a 9100-3 ruling request was $12,600 as of 2024, and standard private letter ruling fees for 2026 are $43,700, with reduced fees available for taxpayers with gross income below $250,000 or $1 million. Add attorney fees to prepare the request and the total climbs into five figures quickly. Missed deadlines are cheaper to prevent than to fix.
What Happens After the Revocation
Filing the paperwork is only half of it. Every successful revocation carries downstream consequences.
Waiting Periods Before You Can Re-Elect
After revoking an S election, the corporation and any successor corporation generally cannot re-elect S status for five tax years beginning after the first year the revocation is effective.2Office of the Law Revision Counsel. 26 USC 1362 – Election; Revocation; Termination The IRS Commissioner can waive the wait, but consent is typically granted only when more than 50% of the stock has changed hands. QSub revocations carry the same five-year wait. Form 8832 classification changes lock you in for 60 months.
If there is any real chance you’ll want the original status back within five years, model both paths carefully before filing.
Basis and Earnings and Profits After an S-to-C Reversion
When an S corporation reverts to C status, shareholder basis and distribution rules change fundamentally. As an S corporation, basis adjusts annually for income, losses, and distributions, and most distributions are tax-free returns of capital. As a C corporation, basis adjusts only for capital contributions or stock purchases, and the corporation begins accumulating earnings and profits from the revocation date forward.
Distributions from the new C corporation are taxable as ordinary dividends to the extent of those earnings and profits. The shareholder’s final S corporation basis becomes the starting C corporation basis, so document that number precisely at the time of revocation. An error there compounds through every later distribution and stock transaction.