SECTION 4. DEFINITIONS

AND REQUIREMENTS FOR RELIEF UNDER THIS REVENUE PROCEDURE.

.01 Definitions . (1) Deemed Entity Classification Elec- tion . For purposes of this revenue procedure, a Deemed Entity Classification Election occurs when an eligible entity that timely elects to be an S corporation under § 1362(a)(1) is treated as having made an election to be classified as an association under § 301.7701–3(c)(1)(v)(C), provided that (as of the Effective Date of the election under § 1362(a)(1)) the entity meets all other requirements to qualify as a small business corporation under § 1361(b).

(2) Due Date of the Election Under Subchapter S . For purposes of this revenue procedure, the Due Date of the Election Under Subchapter S will vary depending on the type of election sought. For a corporation (or an eligible entity to which a Deemed Entity Classification Election under § 301.7701–3(c)(1)(v)(C) applies) that requests to be treated as an S corporation, the Due Date of the Election Under Subchapter S is specified by § 1362(b). For ESBT or QSST elections, the Due Date of the Election Under Subchapter S is specified by § 1.1361–1(m)(2)(iii) or § 1.1361–1(j)(6)(iii), respectively. The Due Date of the Election Under Subchapter S for a parent S corporation to make an election to treat a subsidiary as a QSub on a given date is specified by § 1.1361–3(a)(3).

(3) Effective Date . For purposes of this revenue procedure, the Effective Date is the date on which the S corporation election, ESBT election(s), QSST election(s), QSub election(s), or corporate classification election is intended to be effective.

(4) Election Form . For purposes of this revenue procedure, the Election Form refers to Form 2553 for S corporation elections (including a Deemed

Entity Classification Election under § 301.7701–3(c)(1)(v)(C)), separate statements made by electing ESBTs under § 1.1361–1(m)(2), Form 2553 and separate statements made by electing QSSTs under § 1.1361–1(j)(6), and Form 8869 for QSub Elections.

(5) Election Under Subchapter S . For purposes of this revenue procedure, Election Under Subchapter S refers to an election by a corporation (or an eligible entity to which a Deemed Entity Classification Election under § 301.7701–3(c)(1)(v)(C) will apply), an election by a trustee to treat a trust as an ESBT under § 1361(e), an election by a trust beneficiary to treat a trust as a QSST under § 1361(d), or an election by a parent S corporation to treat a subsidiary as a QSub under § 1361(b)(3).

(6) Requesting Entity . For purposes of this revenue procedure, the Requesting Entity is a corporation (or an eligible entity to which a Deemed Entity Classification Election under § 301.7701–3(c)(1)(v)(C) will apply) seeking to be treated as an S corporation under § 1362, a trustee seeking to treat a trust as an ESBT under § 1361(e), a trust beneficiary seeking to treat a trust as a QSST under § 1361(d), or a parent S corporation seeking to treat a subsidiary as a QSub under § 1361(b)(3).

.02 General Requirements for Relief . In addition to the specific requirements for relief described in Sections 5, 6, or 7 of this revenue procedure, the following requirements must be met:

(1) The Requesting Entity intended to be classified as an S corporation, intended the trust to be an ESBT, intended the trust to be a QSST, or intended to treat a subsidiary corporation as a QSub as of the Effective Date;

(2) The Requesting Entity requests relief under this revenue procedure within 3 years and 75 days after the Effective Date (except in the case of corporations requesting relief under Section 5.04 of this revenue procedure);

(3) The failure to qualify as an S corporation, ESBT, QSST, or QSub as of the Effective Date was solely because the Election Under Subchapter S was not timely filed by the Due Date of the Election Under Subchapter S; and

(4) In the case of a request for relief for a late S corporation or QSub election, the Requesting Entity has reasonable cause for its failure to make the timely Election Un

2013–36 I.R.B. 177 September 3, 2013

fective and ends on the day the completed Election Form is filed.

.02 Supplemental materials . The completed Election Form must include statements from all shareholders during the period between the date the S corporation election was to have become effective and the date the completed Election Form is filed that they have reported their income on all affected returns consistent with the S corporation election for the year the election should have been filed and for all subsequent years. Such statements must comply with the requirement in Section 4.03(3) of this revenue procedure.

.03 Additional materials for a late cor- porate classification election intended to be effective on the same date that the S corporation election was intended to be effective . In addition to the materials required under Section 5.02 of this revenue procedure, in the case of a late corporate classification election intended to be effective on the same date that the S corporation election was intended to be effective, the completed Election Form must also include the following representations, which must comply with the requirement in Section 4.03(3) of this revenue procedure:

(1) The Requesting Entity is an eligible entity as defined in § 301.7701–3(a);

(2) The Requesting Entity intended to be classified as a corporation as of the Effective Date of the S corporation status;

(3) The Requesting Entity fails to qualify as a corporation solely because Form 8832 was not timely filed under § 301.7701–3(c)(1)(i), or Form 8832 was not deemed to have been filed under § 301.7701–3(c)(1)(v)(C);

(4) The Requesting Entity fails to qualify as an S corporation on the Effective Date of the S corporation status solely because the S corporation election was not timely filed pursuant to § 1362(b); and

(5)(i) The Requesting Entity timely filed all required federal tax returns and information returns consistent with its requested classification as an S corporation for all of the years the entity intended to be an S corporation and no inconsistent tax or information returns have been filed by or with respect to the entity during any of the taxable years, or

(ii) The Requesting Entity has not filed a federal tax or information return for the first year in which the election was intended to be effective because the due date

if the extended due date of tax year 2016 Form 1120S is September 15, 2017, an Election Form for a late QSST Election with an Effective Date of June 1, 2014 can be attached to the 2016 Form 1120S only if the 2016 Form 1120S is filed before August 15, 2017 (which is 3 years and 75 days following the June 1, 2014 Effective Date). The Form 1120S must state at the top “INCLUDES LATE ELECTION(S) FILED PURSUANT TO REV. PROC. 2013–30” or comply with specific instructions included with the Form 1120S instructions;

(b) Attaching the Election Form to one of the S corporation’s late filed prior year Forms 1120S. In the case of an S corporation that has not filed Form 1120S (or any other income tax return or information return (within the meaning of Subpart A of Part III of Subchapter A of Chapter 61)) for the tax year including the Effective Date or any year following the Effective Date, an Election Form may be attached to the Form 1120S for the year including the Effective Date as long as (i) the Form 1120S for the year including the Effective Date is filed within 3 years and 75 days after the Effective Date, and (ii) all other delinquent Forms 1120S are filed simultaneously and consistently with the requested relief. For example, if an S corporation intended to make a QSub Election with an Effective Date of June 1, 2012, but it failed to file any income tax returns, it can attach an Election Form to a late filed 2012 Form 1120S only if the late filed 2012 Form 1120S is filed before August 15, 2015 (which is 3 years and 75 days following the June 1, 2012 Effective Date) and all other delinquent Forms 1120S are filed simultaneously and consistently with the requested relief. The Form 1120S must state at the top “INCLUDES LATE ELECTION(S) FILED PURSUANT TO REV. PROC. 2013–30” or comply with specific instructions included with the Form 1120S instructions; or

(c) Filing Election Form independent of Form 1120S . The Requesting Entity can submit the Election Form directly to the applicable IRS Service Center within 3 years and 75 days after the Effective Date.

(3) Supporting statements must be signed under Penalties of Perjury . The Reasonable Cause/Inadvertence Statement (required by Section 4.03(1)) and other statements required by Sections 5, 6, and

7, as applicable, must each contain a dated declaration that states: “Under penalties of perjury, I (we) declare that I (we) have examined this election, including accompanying documents, and, to the best of my (our) knowledge and belief, the election contains all the relevant facts relating to the election, and such facts are true, correct, and complete.” An officer of the S corporation authorized to sign, the trustee of the ESBT, the current income beneficiary of the QSST, or a shareholder, as applicable, must sign the declaration.

.04 Supplemental procedural require- ments when seeking relief for multiple late elections . If one or more Requesting Entities are seeking relief under this revenue procedure with respect to a single S corporation, all of the Election Forms can be filed at the same time using one of the methods described in Section 4.03(2). When multiple requests for relief are submitted simultaneously, each application for relief must independently comply with the procedural requirements in Section 4.03(1). However, there is no requirement that all Requesting Entities must file requests for relief under this revenue procedure with respect to a single S corporation simultaneously. An application for relief under this revenue procedure by a Requesting Entity will not prejudice subsequent relief requests by the same Requesting Entity, or other Requesting Entities, with respect to a single S corporation.

.05 Relief for Late Election Under Sub- chapter S . Upon receipt of a completed request for relief under this revenue procedure, the IRS will determine whether the requirements for granting additional time to file the Election Under Subchapter S have been satisfied and will notify the Requesting Entity(s) of the result of this determination.