The 83(b) election and its deadline
What the 83(b) election is, what the statute and the IRS say about its 30-day deadline and how it is filed, and the questions to bring to a tax professional.
General information as of October 10, 2026. It is not legal or tax advice, and it describes United States federal sources only. A tax professional can say whether the election applies to a particular grant and what its deadline is on a particular set of facts.
The deadline attached to the 83(b) election is set by the statute at 30 days, and the sources read for this article describe no later extension. This article describes what the election is, what the statute, the regulation and the IRS’s own publication say about when and how it is made, and which questions are worth taking to a tax professional before shares are issued. It does not say whether anyone should make the election, because that depends on facts these sources cannot see.
Where the election comes from
The election lives in section 83 of the Internal Revenue Code, which covers property transferred in connection with the performance of services. The default rule in subsection (a) is that the value of such property is included in the gross income of the person who performed the services in the first taxable year in which that person’s rights in the property are transferable or are not subject to a substantial risk of forfeiture, whichever applies. The companion article on founder equity splits and vesting describes those two terms.
Subsection (b) offers a different timing. It says any person who performs services in connection with which property is transferred may elect to include in gross income for the taxable year in which the property is transferred the excess, if any, of the fair market value of the property at the time of transfer over the amount paid for it. The statute says the value is determined without regard to any restriction other than one which by its terms will never lapse.
In the IRS’s words in Publication 525, a person who makes the choice finds that the substantial vesting rules do not apply. The same publication describes any later appreciation in value as not included in compensation when the property becomes substantially vested. The regulation also addresses a transferee who has paid full value for the property transferred, realizing no bargain element in the transaction.
What the sources say about the deadline
The statute at section 83(b)(2), the regulation at 26 CFR 1.83-2(b) and Publication 525 all give the same period: the election is filed not later than 30 days after the date the property was transferred. The regulation adds that it may be filed before the date of transfer.
The clock runs from the date the property was transferred. What counts as the date of transfer for a given grant is a question for a tax professional.
The sources read for this article describe no extension of the 30 days. Whether any relief exists for a late filing, or for a thirtieth day that falls on a weekend or a holiday, and on what facts, is not something they answer, so it is a question for a tax professional and not a point to assume either way.
How the election is made
The regulation names where the filing goes: a written statement with the internal revenue office with which the person who performed the services files their return. Publication 525 says the choice can be made by filing a written statement or Form 15620.
Among the items the regulation says the statement must contain are:
- The name, address and taxpayer identification number of the taxpayer.
- A description of each property for which the election is made.
- The nature of the restriction or restrictions to which the property is subject.
- The fair market value at the time of transfer, determined without regard to any lapse restriction, of each property.
- The amount, if any, paid for the property.
It also requires that the statement be signed by the person making the election.
Copies are part of the process. The regulation says the person who performed the services also submits a copy to the person for whom the services are performed. Which copies apply to a particular grant, including any copy to the company, is a question for counsel.
What the election does not do
Three limits appear in the sources, and each is worth reading in the original.
It is hard to undo. The statute says the election may not be revoked except with the consent of the Secretary. The regulation says consent will be granted only where the transferee is under a mistake of fact as to the underlying transaction, and that it must be requested within 60 days of the date the mistake first became known. It adds that a mistake as to value, or a decline in value, of the property, or a failure to perform an act contemplated at the time of transfer, does not constitute a mistake of fact.
It carries a forfeiture consequence. The statute says that if the property is subsequently forfeited, no deduction is allowed in respect of the forfeiture. Publication 525 describes the loss on forfeiture as the amount paid for the property minus the amount realized on the forfeiture, and the regulation says the loss is a capital loss if the property is a capital asset. How those statements apply together to a particular company’s shares is a question for a tax professional.
It does not reach options. Publication 525 says you can’t make this choice for a statutory or nonstatutory stock option.
Why the topic reaches founders so early
When a company issues shares to founders under conditions tied to continued service, as the article on founder equity splits and vesting describes, the date of transfer is the date from which the 30 days are counted. How ownership is written is the subject of the article on choosing an entity, which comes first. Whether the election is relevant to a given arrangement, including one in an LLC or one where founders pay full value, is a tax question the sources do not settle.
A reviewer reading a company’s file later may look for evidence that a filing was made and when. The seed data room checklist shows where such records are kept, and the article on founder IP assignment and confidentiality agreements covers another document a founder may be asked to sign around the time shares are issued.
Questions to bring to a tax professional
The questions to ask your counsel before you sign offers a general list. For this topic, these are the specific ones:
- Is any property being transferred to me in connection with services, and is it subject to a substantial risk of forfeiture?
- On what date is the property transferred, and when does the 30-day period end on that date, including if the last day falls on a weekend or a holiday?
- What is the fair market value at the time of transfer, how is it determined, and what amount am I paying?
- Is the election relevant to my situation, and what are the consequences either way, including if the shares are later forfeited?
- Do I file Form 15620 or a written statement, and where, and by what method is the filing sent?
- Which copies go to the company or to any other person, and who keeps the record of what was sent?
- If the facts change after filing, what does the revocation rule allow?
What this article cannot tell you
It does not say whether you should make the election. Whether it helps or hurts depends on the value of the shares at transfer, on what is paid, on the conditions attached and on your own tax position, none of which the sources read here can supply. It gives no tax rates and no estimate of any tax.
It describes federal income tax rules only. State tax treatment, treatment outside the United States, and equity plans are outside its scope. It does not describe how to determine fair market value, which is a subject for professionals, and it does not say whether a late filing can be cured.
The sources were read on October 10, 2026. Forms, instructions and regulations are revised from time to time, so a filing should rest on the current form and on advice from a tax professional who has the actual documents.
In the data
These figures describe U.S. businesses in general, not WE’s results. Each one names its source.
Show the data as a table
| Round | Median dilution |
|---|---|
| Seed | about 19% |
| Series A | about 18% |
| Series B | about 13% |
| Series C | about 9.5% |
| Series D | about 4.9% |
Quoted one by one from the publisher’s report; the figures are approximate as printed.
Source: Carta, State of Private Markets: Q1 2026 , 2026-05-29
Retrieved 2026-10-15. Single figures quoted from the report as printed; no dataset is re-hosted.
Sources
- 26 U.S. Code section 83: Property transferred in connection with performance of services, Legal Information Institute, Cornell Law School . Accessed October 10, 2026.
- 26 CFR section 1.83-2: Election to include in gross income in year of transfer, Legal Information Institute, Cornell Law School . Accessed October 10, 2026.
- Publication 525 (2025): Taxable and Nontaxable Income, Restricted Property, Internal Revenue Service . Accessed October 10, 2026.
Spotted an error? Read how we handle corrections in our editorial policy.