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Re-electing S corporation status after revocation

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As clients’ businesses evolve, it sometimes makes sense for them to change how their companies are taxed. And I expect that occasionally you’ve encountered clients who made a change at one point but then reverted back to a previous tax status to get the most advantageous tax outcomes for their current situation. For instance, in the case of an LLC or corporation, its owners might decide to elect S corporation status…later terminate it…and then re-elect it down the road.  

Termination and re-election

So, why would a business choose to revoke its S corporation status in the first place? Various reasons could prompt that decision. For example:

  • A C corporation might revoke the S corp election if pass-through tax treatment is no longer financially beneficial (e.g., lands the owners in higher personal tax brackets).
  • An LLC might revoke its S corp election if the costs of having its owners on payroll overshadow the tax savings associated with not having all business income subject to self-employment tax.    
  • The corporation wants to issue more than one class of stock.
  • The corporation wants to have more than 100 shareholders.

Failure to comply with the IRS’s S corporation eligibility requirements, such as having no more than one stock class and not exceeding 100 shareholders, will result in the automatic termination of a company’s S corp status. If a business no longer meets the IRS eligibility requirements to maintain S corporation tax treatment, its election will be considered terminated as of the day it no longer meets the IRS’s definition of a small business corporation. 

When revoking its S corporation election, a company must either attach a statement notifying the IRS of the revocation to Form 1120-S for the final tax year of the S corporation or submit the statement under separate cover to the IRS service center where the company submits their Form 1120-S for its final tax year.

When can a business restore S corporation tax treatment?

If a business has revoked its S corp election, the business owners may be able to reinstate S corporation status. Generally, after an S corporation election has been revoked or terminated, the IRS will permit the entity to make a new election after five years. 

According to the IRS, “Once the election is made, it stays in effect until it is terminated. If the election is terminated, the corporation (or a successor corporation) can make another election on Form 2553 only with IRS consent for any tax year before the fifth tax year after the first tax year in which the termination took effect.”

However, in some instances, the IRS may grant re-election earlier—for example, if the company proves that 50% of its ownership is held by persons who were not shareholders at the time of the S corp status termination. 

The process for reclaiming the S corporation election is essentially the same as applying for it in the first place. Naturally, the LLC or corporation must meet the IRS’s eligibility requirements and file Form 2553 (Election by a Small Business Corporation).

Deadline reminder

If you have clients who revoked their S corp tax status and are now eligible to re-elect it, here’s a quick reminder of some important deadlines for submitting Form 2553 in 2025:

  • Businesses that follow the calendar tax year must file Form 2553 no later than March 17, 2025 for the S corporation election to be effective for the entire tax year.
  • New businesses must file Form 2553 within two months and 15 days (75 days total) from their date of formation for S corporation tax treatment to be effective for the entirety of their first tax year. 

What if clients miss the deadline?

With your expertise and guidance, it’s less likely that your clients will fail to meet their S corp deadline. But if they do, the IRS might grant some grace if a company has reasonable cause for filing for S corp status late.

To request relief for a late election, the top margin of the first page on Form 2553 must include “FILED PURSUANT TO REV. PROC. 2013-30.” If attaching Form 2553 to Form 1120-S, the top margin of the first page of Form 1120-S must state, ” “INCLUDES LATE ELECTION(S) FILED PURSUANT TO REV. PROC. 2013-30.”

The corporation must also describe the reasonable cause for not filing on time and its actions taken to correct the error as soon as discovering it. The instructions for Form 2553 provide more details about the process requirements.

‘Tis the season

As income tax season ramps up, your clients will surely look to you for guidance on keeping their tax obligations in check. So, the S corporation election could very well enter your conversations—with clients exploring it for the first time and those who went down that path before and want to go in that direction again.

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Accounting

Continuous Auditing Transforms Corporate ERPs

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continuous auditing transforms corporate erps

As corporate accounting departments cross the threshold into late July 2026, the adoption of continuous, automated auditing systems has reached a definitive turning point. Driven by advances in artificial intelligence and deep integration with modern Enterprise Resource Planning (ERP) platforms, leading finance organizations are moving away from traditional, periodic post-hoc audits in favor of real-time, 100% transactional verification. This technological transition is redefining internal control environments, reducing compliance costs, and eliminating the structural delays inherent in legacy quarterly closing processes.

Unlike traditional auditing frameworks that rely on statistical sampling—a process that inevitably leaves operational blind spots—continuous auditing software monitors operational data feeds continuously. Every purchase order, electronic invoice, payroll disbursement, and cross-border wire transfer is automatically cross-referenced against established corporate governance parameters, regulatory tax schedules, and anti-fraud algorithms in real time. Anomalies or unauthorized ledger entries are flagged instantly, allowing internal audit teams to investigate and remediate compliance gaps immediately rather than months after the close of a financial period.

The implications for executive financial management are far-reaching. By embedding continuous verification directly into daily transaction workflows, chief financial officers gain uninterrupted visibility into the organization’s true financial standing. Real-time balance sheet auditing eliminates the severe operational bottlenecks associated with month-end and quarter-end financial reconciliations, freeing accounting professionals to focus on strategic financial modeling, tax planning, and capital allocation rather than manual data entry and spreadsheet consolidation.

However, implementing continuous auditing requires accounting leadership to invest heavily in data governance and technical upskilling. Internal audit teams must evolve from manual ledger reviewers into system architects capable of auditing complex algorithms and validating automated data pipelines. Accounting firms and corporate controllers that master continuous auditing will establish a resilient compliance framework capable of meeting stringent international regulatory standards with total transparency.

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Accounting

U.S. Imposes New 50% Tariffs on Canadian Imports Under Rare Legal Provision

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U.S. Imposes New 50% Tariffs on Canadian Imports Under Rare Legal Provision

WASHINGTON — In a major escalation of cross-border trade friction, U.S. President Donald Trump has signed executive orders imposing new 50% tariffs on a wide selection of Canadian exports, citing discriminatory practices by Ottawa targeting American auto, dairy, and beverage industries.

The new duties, announced Monday, will take effect in 30 days. They target a broad spectrum of consumer and industrial goods—ranging from wine, liquor, and milk products to commercial cement, furniture, clothing, and hockey equipment.

Untested Legal Mechanism

To enact the sweeping measures, the administration invoked Section 338 of the Tariff Act of 1930—a rarely used legal provision allowing the executive branch to levy additional tariffs of up to 50% on foreign nations deemed to discriminate against U.S. commerce.

White House officials noted that Section 338 addresses trade discrimination rather than national security or economic emergencies. The move comes months after prior global emergency tariffs faced legal challenges in domestic courts, signaling Washington’s pivot toward alternate statutory authorities to maintain import duties.

Senior administration officials briefed reporters that the measure directly responds to Canadian provincial bans on U.S. alcohol, restrictions on American vehicle exports, and import quota disparities affecting U.S. dairy and cheese producers relative to third-party trading partners.

“While the administration continues to secure reciprocal trade agreements globally, Canada retaliated against efforts to protect domestic industry,” U.S. Trade Representative Jamieson Greer stated.

USMCA Impact and Carve-Outs

Significantly, the newly ordered 50% duties will apply to designated items even if they otherwise comply with the United States-Mexico-Canada Agreement (USMCA).

However, the administration confirmed key targeted exemptions:

  • Energy products (including oil and natural gas)
  • Potash and critical minerals
  • Fish and seafood
  • Goods already governed by sector-specific duties (such as existing steel and aluminum tariffs)

Administration representatives emphasized that the tariffs do not stem from recent disputes concerning drifting Canadian wildfire smoke, noting that policy options regarding environmental spillover remain under separate review.

Canadian Response and Market Reaction

Following the White House announcement, the Canadian dollar experienced a sharp decline against the U.S. dollar, falling approximately 0.4% during evening trading.

Canadian Prime Minister Mark Carney issued a statement emphasizing that Canada’s earlier counter-duties had merely matched previous U.S. trade actions. “Canada stands ready to engage intensively to address outstanding issues with the U.S. to the mutual benefit of our citizens,” Carney stated, pointing to detailed proposals Ottawa submitted to modernize the USMCA framework.

Ontario Premier Doug Ford took a firmer stance, urging a “dollar-for-dollar” reciprocal response if the measures go into effect on August 19.

With a 30-day implementation window before the duties officially lock in, industry associations and trade groups on both sides of the border are calling for urgent bilateral negotiations to avert further supply chain disruption across North America.

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Accounting

Automated Continuous Auditing: Transforming Compliance and Real-Time Financial Oversight

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Transforming Compliance and Real-Time Financial Oversight

The traditional accounting paradigm—defined by periodic monthly closures and post-hoc annual audits—is rapidly giving way to continuous, automated financial oversight. As of July 2026, forward-thinking accounting practices and multinational corporate finance departments are leveraging continuous auditing systems powered by advanced machine learning models. These systems monitor operational transactions in real time, shifting audit methodologies from sample-based post-analysis to absolute, 100% transaction-level verification.

The operational advantages of continuous auditing are transformative. Standard auditing procedures historically relied on statistical sampling, which, despite rigorous methodology, inherently left gaps where anomalies or fraudulent transactions could go undetected for months. Modern continuous auditing platforms integrate directly with enterprise resource planning (ERP) databases, instantly cross-referencing purchase orders, invoices, bank feeds, and tax records. Any deviation from established control parameters or unusual transaction behavior triggers immediate flags for internal audit teams, dramatically reducing detection lag from quarters to seconds.

Beyond fraud prevention, continuous auditing fundamentally alters internal reporting and decision-making. Executive leadership no longer has to wait weeks after the close of a quarter to evaluate precise financial standing; real-time verified ledger data provides an uninterrupted view of operating margins, tax liabilities, and cash flow dynamics. This real-time visibility enables corporate controllers to adjust capital allocation strategies dynamically, mitigating liquidity constraints and capitalizing on emerging commercial opportunities far more efficiently than competitors bound to legacy reporting cycles.

However, implementing continuous auditing requires accounting professionals to acquire new analytical capabilities. The role of the auditor is evolving from manual data reconciliation toward system validation, algorithmic model governance, and strategic risk interpretation. Accounting firms and corporate finance departments must invest in continuous technical education, ensuring that audit staff possess the data engineering skills necessary to design, maintain, and evaluate complex automated compliance systems.

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