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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 Generally, after an S corporation election has been revoked or terminated, the IRS will permit the entity to make a new election after five years.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

Global ESG Reporting Standards and Double Materiality Compliance

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Corporate accounting departments face expanding reporting expectations as international sustainability disclosure standards achieve regulatory enforcement across major global jurisdictions. Chief Accounting Officers (CAOs) and corporate controllers are establishing rigorous internal accounting controls to treat Environmental, Social, and Governance (ESG) metrics with the same data precision, auditability, and governance as traditional financial statements.

Regulatory Harmonization Under Global Sustainability Frameworks
The implementation of standardized sustainability reporting frameworks—notably rules established by international sustainability accounting boards—has created unified expectations for public and large private enterprises. Corporations must report standardized metrics covering greenhouse gas emissions (Scope 1, 2, and material Scope 3), energy utilization, workforce demographics, and supply chain governance.

In Europe and other participating international jurisdictions, double materiality principles are mandatory. Under double materiality, organizations must report both how external sustainability risks impact corporate financial performance, and how internal corporate operations affect surrounding environmental and social structures.

Integrating Sustainability Metrics into Core ERP Systems
To provide auditable non-financial data, enterprise organizations are integrating specialized carbon accounting and ESG management platforms directly into core ERP systems. Automated data collectors capture energy utility invoices, logistics fuel consumption metrics, and vendor compliance records in real time.

Establishing automated, traceable data pipelines ensures that non-financial reporting is supported by clear audit trails. This structured approach allows external financial auditors to provide reasonable assurance on sustainability disclosures during annual corporate reporting cycles.

Financial Impacts and Capital Market Disclosure
Accurate ESG reporting directly influences corporate cost of capital and institutional credit ratings. Commercial lenders and institutional asset managers systematically incorporate sustainability metrics into risk pricing models. Companies that demonstrate transparent, verifiable progress in operational energy efficiency and climate risk mitigation benefit from expanded access to green bond markets and lower debt pricing.

Action Steps for Accounting Leadership
1. Implement Double Materiality Frameworks: Conduct comprehensive assessments to identify material financial and operational sustainability metrics.
2. Build Auditable Non-Financial Data Pipelines: Automate ESG data collection within core accounting software to ensure data integrity.
3. Align Sustainability with Annual Financial Filings: Prepare non-financial disclosures concurrently with financial statements to satisfy regulatory audit expectations.

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Accounting

Modernizing Internal Controls: Machine Learning and Continuous Monitoring in Auditing

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Internal audit departments and corporate risk managers are modernizing internal control frameworks by shifting from periodic sampling techniques to continuous monitoring and machine learning analytics. As operational data volumes increase across enterprise organizations, automated control testing ensures financial integrity, prevents corporate fraud, and streamlines annual audit engagements.

The Limitation of Periodic Audit Sampling
Historically, internal and external auditors evaluated internal controls by reviewing random samples of financial transactions—often analyzing less than five percent of total ledger entries. In complex enterprise environments, periodic sampling methods carry inherent risks of overlooking localized financial misstatements, unauthorized disbursements, or operational control breakdowns.

In 2026, progressive internal audit functions are utilizing automated continuous monitoring platforms that evaluate one hundred percent of financial transactions in real time. Continuous control auditing systems continuously monitor general ledger entries, procurement approvals, and expense reimbursements across all operating subsidiaries.

AI-Powered Fraud Detection and Anomaly Identification
Machine learning models trained on historical corporate financial data excel at identifying subtle transactional anomalies that indicate potential fraud or operational error. Automated systems instantly flag duplicate invoice payments, unapproved vendor creation, unusual journal entry timing, and unauthorized override of authority thresholds.

When an anomaly is detected, the automated auditing platform generates an instant risk alert, allowing internal audit teams to investigate root causes immediately. Early detection prevents minor operational errors from escalating into material weaknesses in financial reporting.

Streamlining External Audit Preparation
Continuous internal control monitoring delivers significant benefits during annual external financial audits. External audit firms can review continuous audit logs and automated control testing documentation, reducing the time required for manual field testing.

This integrated approach lowers overall audit compliance fees, reduces administrative burdens on corporate accounting staff, and provides senior management and audit committees with real-time visibility into the organization’s overall risk profile.

Core Implementation Guidelines
1. Transition to 100% Data Testing: Replace legacy sampling methods with automated continuous audit monitoring systems.
2. Deploy Anomaly Detection Algorithms: Implement machine learning models to identify unauthorized transactions and operational control overrides.
3. Align Internal and External Audit Workflows: Coordinate continuous control testing protocols with external auditors to optimize annual compliance cycles.

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Accounting

Automated Tax Compliance and Global Regulatory Harmonization in 2026

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Corporate tax accounting departments are navigating an era of unprecedented regulatory complexity as global tax harmonization frameworks take full effect alongside real-time digital tax reporting mandates. Tax directors and accounting teams are adopting cloud-based tax compliance automation tools to manage multi-jurisdictional tax liabilities and satisfy stringent reporting rules across international jurisdictions.

Implementation of Global Minimum Tax Provisions
The implementation of international tax reform agreements—notably the Pillar Two global minimum tax framework—has reshaped multinational corporate tax planning. Multinational enterprises with consolidated revenues exceeding established thresholds must ensure an effective tax rate of at least 15% across every jurisdiction in which they operate.

Accounting teams are implementing specialized tax calculation modules integrated directly into enterprise resource planning (ERP) platforms. These automated tools calculate effective tax rates per country, identify top-up tax liabilities, and generate standardized compliance documentation required by national tax authorities.

Real-Time Digital Invoicing and E-Reporting Mandates
Tax authorities across Europe, Latin America, and Asia-Pacific have enacted mandatory electronic invoicing (e-invoicing) and continuous transaction controls (CTC). Under these systems, corporate transaction data must be submitted electronically to government portals in real time at the point of sale or invoice issuance.

This shift toward continuous digital tax reporting eliminates traditional annual tax audits in favor of ongoing automated compliance monitoring. Accounting departments are upgrading invoicing software to ensure seamless XML data formatting, digital signature authentication, and real-time validation against tax authority databases.

Automation and Data Analytics in Corporate Tax Strategy
To keep pace with dynamic tax legislation, tax departments are transitioning from reactive compliance teams to proactive strategic advisors. Machine learning algorithms analyze corporate transactional data to identify tax credits, research and development (R&D) incentives, and cross-border transfer pricing adjustments.

By automating routine tax return filings and calculations, corporate tax directors can focus on long-term capital structuring, evaluating the tax implications of corporate mergers, and optimizing international supply chain networks.

Strategic Priorities for Tax Executives
1. ERP System Upgrades: Ensure enterprise software is capable of generating real-time, granular tax data required for global minimum tax compliance.
2. E-Invoicing Integration: Implement scalable e-invoicing platforms to satisfy regional continuous transaction control regulations.
3. Strategic Tax Analytics: Utilize predictive tax modeling tools to evaluate structural changes in corporate operations and cross-border trade.

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