S-Corp Election Attorney in Tennessee

The election itself is a tax call, and it usually starts to make sense once a business earns enough that the self-employment-tax savings beat the cost of running real payroll. Once the CPA recommends it, the legal work is to file Form 2553, update the operating agreement or bylaws, confirm a defensible reasonable-compensation structure, and lock down the governance the election requires. Where it matters, that also means sorting the franchise-and-excise interaction, the payroll startup, and how distributions actually run.

Form 2553 is generally due no later than two months and 15 days after the start of the tax year you want the election to cover (IRC § 1362, and the Form 2553 instructions). Miss it and there is a late-relief path under Rev. Proc. 2013-30 — reasonable-cause language plus the required shareholder and entity statements — but it is an avoidable detour. That is why I raise the deadline at the start of an engagement, not the end. And electing S-Corp does not get a Tennessee entity out of franchise-and-excise tax.

Whether the election is worth it, and whether your documents support it, comes down to your numbers and your structure — a question for you, your CPA, and me together.

Send the entity formation documents, current operating agreement or bylaws, and the CPA's recommendation. Fit and pricing generally returned within one business day.