The deadline is 30 days, it runs from the date of transfer rather than from when anyone noticed the opportunity, and the Internal Revenue Code does not give the IRS room to extend it. Section 83(b)(2) says the election must be filed "not later than 30 days after the date of such transfer," and once the window closes, it is closed; the only way back in is the Commissioner's consent to revoke and refile, which the regulations grant only for a genuine mistake of fact about the transaction itself, not for having misjudged what the property would turn out to be worth.

An 83(b) election applies when property subject to a substantial risk of forfeiture, restricted stock or an LLC capital interest that vests over time being the common cases, is transferred for services. Left alone, the law taxes that property's value as it vests, which can mean a much larger tax bill stretched over several years as the company's value rises. Filing the election taxes it once, at transfer, while the value is lowest.

Filing the election, step by step

How to file

  1. Confirm the property is actually subject to a substantial risk of forfeiture

    An election only matters for property that is not already fully vested at transfer. Fully vested stock or a fully vested capital interest is taxed at transfer regardless; there is nothing to elect.

  2. Value the property as of the transfer date

    Fair market value at transfer, less anything paid for it, is the amount the election brings into income now. For an early-stage company this is often low, which is the entire reason to file quickly rather than waiting.

    Before the 30-day window closes
  3. Prepare the election using Form 15620 or a letter in the same form

    The IRS's Form 15620 (Rev. 4-2025) is built for this. Whatever document is used, the regulations require the taxpayer's name, address and taxpayer ID; a description of the property; the date of transfer and the tax year it falls in; the nature of the restrictions; the fair market value at transfer; the amount paid; and a statement that copies were furnished as required.

  4. File it with the IRS office where the taxpayer files their own return

    Not the company's IRS office; the individual's. Send it in a way that proves the date, since the 30-day deadline is measured against when it was filed, not when it was written.

    Within 30 days of the transfer, no extensions
  5. Give a copy to the company

    The person for whom the services are performed (the company issuing the equity) must also receive a copy of the election, per the regulation's furnishing requirement.

  6. Keep a copy for the tax return, and for the file

    The election affects how the transaction is reported; keep a dated copy of what was filed in case the IRS or a later transaction (a sale, a further financing round) requires proof it was made on time.

What filing early is worth: a worked example

A partner receives an LLC capital interest worth $20,000 today, vesting over four years, in a business that grows

Say the interest is worth $20,000 at the date of transfer and grows to $180,000 by the time it is fully vested four years later. Compare filing the election at transfer against not filing and being taxed as the interest vests, assuming an ordinary income rate of 32% throughout and ignoring any later appreciation after full vesting.

With the election: taxed once, at transfer, on $20,000$20,000 x 32% = $6,400 of tax, due for the year of transfer
Without the election: taxed as the interest vests, on the value at each vesting dateRoughly $180,000 of total value taxed as it vests over four years (simplified to one figure for the comparison) = $180,000 x 32% = $57,600
Difference$51,200 more in tax paid without the election, on the same underlying grant

The gap is entirely a function of how much the company's value grew between the transfer and full vesting. A company that does not grow, or that fails, makes the election worthless by comparison (tax was paid upfront on value that never materialized further, and worse, is not refunded if the interest is later forfeited before vesting). An 83(b) election is a bet that the business will be worth more later than it is worth today, made with real money due immediately rather than later.

Who should think twice

The election asks a partner to pay tax now on an asset that is not liquid and might be worth nothing if the business fails or if the partner leaves before vesting with no right to a refund of tax already paid. A partner who is confident in the business's prospects, and who can afford the current-year tax bill the election creates, generally benefits from filing; a partner who is not sure the business will still exist in a year, or who cannot cover the tax due now, is taking on real downside for an uncertain upside. Sweat-equity-partnership covers the broader question of how a work partner's stake should be structured in the first place, which is worth settling before the 30-day clock on any specific grant starts running.

This is general information about the Internal Revenue Code and Treasury regulations, not personalized tax advice. A tax advisor should confirm the property's valuation and the election's wording before it is filed; there is no deadline extension available once the 30 days pass, so that conversation needs to happen immediately after the grant, not after researching it at leisure.