When to File an 83(b) Election and the 30-Day Deadline

An 83(b) election must be filed with the IRS within 30 calendar days after the stock is transferred to you. Miss that window and there is no extension, no late-filing procedure, and no second chance: the default vesting-based tax treatment applies to that grant for good. Because the 83(b) election deadline is unforgiving, the mechanics of counting the days, drafting the statement, and getting it into the mail deserve close attention from the moment you receive restricted stock or early-exercise your options.

When the 30-Day Clock Starts

The 30 days run from the date the property is transferred to you.¹ For most people that means the grant date for a restricted stock award, or the exercise date if you’re early-exercising options.

These are calendar days, not business days. Weekends and holidays count against you. The one small piece of breathing room comes from Section 7503: if the 30th day lands on a Saturday, Sunday, or legal holiday, you have until the next business day to file.² That’s the only softening of the deadline you get.

There Is No Late-Filing Relief

The IRS has consistently declined to grant relief for missed 83(b) deadlines under the general regulatory relief provisions for late elections. Once the 30 days pass, the election is unavailable for that grant. You will be taxed at ordinary income rates on the fair market value of each tranche as it vests,³ and your capital gains holding period won’t start on any tranche until it vests.

How the Filing Date Is Determined

The “timely mailed, timely filed” rule applies. If you send the election through USPS, the postmark date is treated as your filing date. For certified mail, the postmark stamped on your sender’s receipt by the postal clerk counts as the postmark date and doubles as evidence that the IRS received the document.²

Private postage meters are riskier. If the metered date is on time but the letter arrives late, you may have to prove the delay was the postal system’s fault, which is a difficult burden. Certified mail with a return receipt is the standard approach: the cost is minimal, and it gives you both a postmarked receipt and delivery confirmation. Keep the receipt permanently.

What the Election Statement Must Include

The IRS does not require a specific form, though it introduced optional Form 15620 in late 2024 as a standardized template. Whether you use that form or draft your own letter, the statement must contain all of the following:¹

Your full name, address, and Social Security number or taxpayer identification number.
A description of the property: type of stock, number of shares, and the issuing company.
The date the stock was transferred to you.
The fair market value on the transfer date, ignoring restrictions that will eventually lapse.
The amount you paid for the stock, if anything.
A clear declaration that you are making an election under Section 83(b) of the Internal Revenue Code.

For publicly traded companies, fair market value is the market price on the transfer date. For private companies, use the value from the most recent 409A valuation if one exists. Very early-stage founders receiving shares at incorporation may legitimately use par value, which is often a fraction of a cent per share. If you’re unsure, ask your company’s finance team or legal counsel before filing rather than after.

Where to Send It

Mail the signed statement to the IRS service center where you file your annual income tax return, using USPS certified mail with return receipt requested. Provide a copy to your employer or the company that transferred the stock. Treasury regulations eliminated the requirement to give the employer a copy for transfers after January 1, 2016, but most companies still expect one for their own payroll and tax reporting, and sending it costs you nothing.

The regulations also eliminated the older requirement to attach a copy of the election to your annual income tax return for transfers made after January 1, 2015. Keep a copy in your personal tax records anyway.

Who Can Actually File

The election is available whenever property is transferred to you in exchange for services and is subject to a vesting schedule or other forfeiture risk.³ The two common situations are restricted stock awards granted with vesting conditions, and stock options that allow early exercise before vesting. In the early-exercise case, the 30 days run from the exercise date, since that’s when the shares are actually transferred.

A profits interest in an LLC that’s subject to vesting also qualifies. A properly structured profits interest has a value of zero at grant, so filing locks in that zero-dollar value.

Two things people often try to file 83(b) elections on are not eligible. Restricted stock units (RSUs) do not qualify: an RSU is a promise to deliver stock later, not an actual transfer of stock today, so there is nothing for the election to apply to. Standard stock options that haven’t been exercised are similarly ineligible because no stock has changed hands. Do not spend your 30 days drafting an election for a grant that can’t receive one.

If you’re early-exercising incentive stock options, note that the spread between exercise price and fair market value can still trigger alternative minimum tax. The 83(b) election doesn’t eliminate AMT exposure; it shifts the measurement date to the grant date, which usually means a smaller spread.

Why the Deadline Matters

Filing on time flips the tax timeline. Instead of owing ordinary income tax on each tranche as it vests, you recognize ordinary income once, at the grant date, based on the stock’s value then. Any appreciation after that is taxed only when you sell, at capital gains rates.¹ If you paid fair market value for the shares (common with early-exercised options), the election may generate zero tax at filing because there’s no spread.

The deadline also controls two clocks that matter later. Your long-term capital gains holding period starts on the transfer date rather than on each vesting date, so a sale more than a year after grant qualifies for long-term rates on the entire block of shares. And for founders relying on the Section 1202 qualified small business stock exclusion, the five-year holding requirement runs from the grant date for all shares at once instead of starting fresh for each vesting tranche. Missing the 30 days means missing both of those benefits for that grant.

The Election Is Irrevocable

Once filed, an 83(b) election cannot be revoked without the consent of the IRS Commissioner, which is rarely granted. Be reasonably confident in the decision before mailing the letter. If you later forfeit the shares by leaving the company before vesting, you cannot recover the income tax you paid at grant; the loss you can claim equals what you paid for the stock minus what the company pays you on forfeiture,¹ and if you paid nothing and received nothing back, the loss is zero. The tax you paid on the reported ordinary income is simply gone.

Speed matters because of the deadline. Care matters because of the irrevocability. Both apply to the same 30 days.

1
GovInfo. 26 CFR 1.83-2 – Election to Include in Gross Income in Year of Transfer
2
Office of the Law Revision Counsel. 26 USC 7503 – Time for Performance of Acts Where Last Day Falls on Saturday, Sunday, or Legal Holiday
3
Office of the Law Revision Counsel. 26 USC 83 – Property Transferred in Connection With Performance of Services