IRS Section 83(b) Election Generator & Statutory Deadline Tracker
Protect founder equity from catastrophic ordinary income taxation at future valuation cliffs. Generate compliant IRS election filings, certified transmittal letters, and calculate strict 30-day postmark deadlines.
Statutory 30-Day Deadline Under 26 U.S.C. § 83(b) & Treas. Reg. § 1.83-2
The Section 83(b) election must be postmarked within exactly 30 calendar days of your restricted stock grant date. The IRS has zero authority to grant extensions or equitable tolling. If missed, ordinary income tax applies at each vesting milestone as your valuation grows.
Founder & Company Parameters
Department of the Treasury, Internal Revenue Service
Ogden Submission Processing Center
Ogden, UT 84201-0002
Automatically routed based on Treasury instructions for individual tax filings.
ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986 The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income for the taxable year indicated below the excess (if any) of the fair market value of the property described below over the amount paid for such property. 1. Taxpayer Information: Name: Jane Founder Taxpayer Identification Number (SSN/ITIN): XXX-XX-XXXX Address: 100 Market Street, Suite 500, San Francisco, CA 94105 2. Property Description: 4,000,000 shares of Common Stock, par value $0.00001 per share of Apex Robotics Inc., a Delaware corporation. 3. Date of Transfer and Taxable Year: Date of Transfer: 2026-09-26 Taxable Year for which Election is made: Calendar Year 2026 4. Nature of Restrictions to Which Property is Subject: Shares are subject to a right of repurchase by the Corporation which lapses 25% after 12 months, and 1/48th per month thereafter. 5. Fair Market Value: The fair market value of the property at the time of transfer (determined without regard to any restrictions other than non-lapse restrictions): $400.00 ($0.00010 per share). 6. Amount Paid for Property: The amount paid by the undersigned taxpayer for said property: $400.00 ($0.00010 per share). 7. Amount to Include in Gross Income: The excess of fair market value over the amount paid: $0.00. 8. Notice to Corporation: A copy of this election has been submitted to Apex Robotics Inc., the corporation for which the services are performed, pursuant to Treasury Regulation § 1.83-2(d). Dated: ________________________, 20____ _______________________________________________ Jane Founder, Taxpayer
What is an 83(b) election?
An 83(b) election lets someone who receives stock that is still subject to vesting choose to be taxed on the stock’s value when it is granted, instead of on its value as each portion vests (26 U.S.C. § 83(b)).
Founders usually buy their shares at fair market value on day one, so the taxable income reported with the election is $0: the value of the shares equals the price paid. Without the election, each vesting installment is taxed as ordinary income at whatever the shares are worth when it vests, which can be a large bill after a priced round.
What is the 83(b) election deadline?
The election must be filed with the IRS no later than 30 days after the date the stock is transferred to you. There is no extension and no late-filing relief; a missed 83(b) cannot be fixed later.
If the 30th day falls on a Saturday, Sunday, or legal holiday, the deadline moves to the next business day (26 U.S.C. § 7503). Count from the transfer date on your stock purchase agreement, not from the date you signed or received the certificate.
How do you file an 83(b) election?
Send a signed election to the IRS office where you file your individual return, either as a written statement or on IRS Form 15620, and give a copy to the company. Use certified mail with a return receipt so you can prove the filing date.
Treas. Reg. § 1.83-2(e) lists what the election must contain: your name, address, and taxpayer ID; a description of the shares; the transfer date and tax year; the vesting restrictions; the fair market value at transfer; and the amount you paid. You no longer need to attach a copy to your tax return.
What are the risks of filing an 83(b) election?
If you leave before vesting and the company repurchases your unvested shares, you cannot deduct the tax you paid on income you reported with the election; your loss is limited to what you paid for the shares. For founders who report $0 of income, that risk is usually negligible.
The election is also irrevocable without IRS consent. The upside is that your capital-gains holding period, and for qualifying C-corporation stock the Section 1202 QSBS holding period, starts on the grant date rather than as shares vest.