Tax Guru – Ker$tetter Letter

Helping real people win the tax game.

Terminating S Corp Election

Posted by taxguru on June 11, 2005


Subject: conversion-s corp to c corp
can you provide the statement required to be filed with the irs to do the conversion, or the publication where more info can be found?



A #1:

You can find the requirements for terminating the S election on pages 2-3 of the 1120S instructions, which you can download from the IRS at:

Good luck.

Kerry Kerstetter


A #2:

I was browsing through my Tax Tools programs and saw that the Corresponder program has the following template for revoking the S election.  It’s short enough that I copied and pasted it here.

I hope this helps.

Kerry Kerstetter

Page 1:

Statement to Revoke Sub chapter S Election (IRC Section 1362(d))

To:  Internal Revenue Service

Re:  [Client: Taxpayer & Spouse name(s)/Company Name]
[Client: Street address, Apt/Ste/PMB #, plus line 2 (if any)]
        [Client: City, State  Zip]
        ID: [Client: Taxpayer’s SSN/Company FEIN]

The above mentioned company hereby revokes its election under IRC Section 1362(a) in accordance with IRC Code Section 1362(d).  As of  , there are shares of issued and outstanding shares of stock in [Client: Taxpayer & Spouse name(s)/Company Name].  Attached are signed consents by all shareholders holding more than one-half of the issued and outstanding stock in [Client: Taxpayer & Spouse name(s)/Company Name].

[Client: Taxpayer & Spouse name(s)/Company Name]

By: ____________________________

Date: _____________________

Page 2:

Attachment of Shareholders to Statement of Consent to Subchapter S Revocation

The undersigned shareholders in accordance with IRC Section 1362(d) hereby consent to the revocation by the [Client: Taxpayer & Spouse name(s)/Company Name], ID# [Client: Taxpayer’s SSN/Company FEIN] of its election under IRC Section 1362(a).  Such revocation is effective .

By:  _____________________________________    ___________________

By:  _____________________________________    ___________________

By:  _____________________________________    ___________________

At the time of this revocation, the issued and outstanding shares of the  [Client: Taxpayer & Spouse name(s)/Company Name] are held as follows:




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