The 30 days run from the transfer, not from the signature, and there is no form anywhere that buys you more of them

In February a founder asked me when the clock started on an 83(b) election and I answered from memory. Thirty days from signing the paperwork, I said. That is close enough to be useful and wrong enough to lose somebody the election, because the statute counts from the transfer of the property rather than from the date on the signature block, and those 2 events are not always the same day.

The 83b election deadline is the least forgiving date I deal with. There is no extension and no form that buys you time. There is one narrow accommodation for weekends, taken not from the 83(b) rules at all but from a general provision about deadlines, and beyond that the number is 30 and it does not move. The banking side of the same decision is public too: Bank Index shows the licence status on each US bank's card.

What follows is the whole mechanism, taken from the current form and its instructions rather than from a firm's summary of them. I went looking for the primary text after that February conversation, printed the 2 pages, and found 3 requirements in them that I had been leaving out of my own explanation for years.

So this covers how to file an 83b election in the form the service now provides, what the 30 days count from, what happens around the edges, and the parts of 83b for founders with vesting that get skipped because they are not about the date at all.

What the election actually does

The instructions state the purpose in a single sentence, and it is worth reading before the deadline, because the deadline only matters if the election is worth making.

When substantially nonvested property is transferred in connection with the performance of services, the person performing them may elect to include in gross income the excess, if any, of the property's fair market value at the time of transfer over the amount paid for it at that time, “rather than when the property later becomes substantially vested”.

That is the whole trade, and it is a bet on which direction the value moves. You volunteer to be taxed now, on a number that is usually small or zero, so that you are not taxed later on a number that may not be.

The arithmetic below is mine and uses made up figures, because the form does not carry an example and I would rather show the shape than describe it. Suppose 400,000 shares are transferred at a fair market value of a tenth of a cent, and the founder pays exactly that. The excess is zero, so the election reports zero income. Without the election the same shares are taxed as they vest, at whatever the value is on each vesting date, and after a priced round that value is no longer a tenth of a cent. The election is cheap precisely because it is made early.

Thirty days from the transfer

The wording is short and admits nothing. “An 83(b) election must be filed no later than 30 days after the date the property was transferred.”

Not 30 days from the board consent. Not 30 days from when the certificate arrives. From the transfer, which is a defined event with its own regulation behind it, and if you are unsure which day that was, that uncertainty is the thing to resolve first rather than the form.

One accommodation exists and it is procedural. Under section 7503, where the thirtieth day falls on a Saturday, Sunday or legal holiday, the election counts as timely if it is “postmarked by the next succeeding day which is not a Saturday, Sunday or legal holiday”. That is a weekend rule borrowed from the general timing provisions, not a grace period, and it moves the date by days rather than by weeks.

I keep expecting to find a relief mechanism further down the page, in the way that late filings usually have one somewhere, and there is nothing. No extension is offered. No automatic period, and no procedure at all for an election that went out late, which is unusual enough in tax paperwork that I read the page a second time looking for the paragraph I must have skipped, and there was no such paragraph.

People do ask me what happens if they missed the 30 day window, and I do not know the answer. Not in the sense of being unwilling to say it, but in the sense that the document in front of me is silent on it and I have not read the procedural guidance that would settle it. I find it hard to leave a question in that state, and leaving it there is still better than inventing the reassuring version.

There is a form now, and most people I speak to do not know it

Until recently you wrote the election yourself. You wrote a letter, in the shape prescribed by the regulations, signed and posted, with everything correct in it because nothing checked it for you.

Form 15620 exists now, catalogue number 95376D, and the copy I read is the April 2025 revision. It is 2 pages and it asks for the things the regulation asks for, in boxes, which removes the category of failure where a home made letter left something out.

The old route survives alongside it, unchanged. The instructions say the election may be made by filing the form, and “In the alternative, an 83(b) election may be made by filing a written statement that satisfies the requirements” of the regulation that governed the old letter. Both routes are valid and I would use the form, because a checklist written by the party that reads the filing is a better checklist than mine.

I had assumed, before reading it, that the form would be longer and stricter than the letter it replaced. It turned out to be neither, and carries the same information with the guesswork removed.

The boxes are unremarkable except in how specific the examples are. Box 2 wants the property described with a quantity, and the instruction's own example is “1,000 shares of Class A common stock of Corporation B”. Box 5 wants the restrictions described, and its example spells out forfeiture on ceasing to provide services before a named date. Box 8 is arithmetic: the value at transfer minus what you paid.

It goes in an envelope

This is the part that catches people who have not filed anything on paper for years.

The instruction is to “Submit this completed and signed Form 15620 to the IRS via mail with the IRS office with which the person who performs the services files a federal income tax return”. Not a portal, and not an upload. The post, to the office your own return goes to, which means the address depends on who you are rather than on where the company is.

My instinct is that this single sentence is responsible for more missed elections than the 30 days are, because a deadline you can see coming still needs an envelope, a printer and a trip, and those 3 things fail in a way that a calendar reminder does not catch. I would not defend that as more than an instinct. Nobody publishes the reasons elections fail.

The copies nobody mentions

The signed form has to reach 2 more places, and this is stated as a requirement rather than as good practice.

The person performing the services must submit a copy of the completed and signed form to the person for whom the services are performed, meaning the company. And where the service provider and the transferee of the property are not the same person, a copy goes to the transferee as well.

The taxpayer signs a line agreeing to do exactly that, immediately above a declaration made “Under penalties of perjury”. So the copies are not an administrative courtesy tacked on at the end. They sit inside the thing you are swearing to, which means a filing that went to the service on time, in the right envelope, to the right office, with every box completed correctly and the signature in the right place, is still an incomplete filing if the copy never reached the company, and that is a failure mode nobody warns founders about because it does not look like a failure from either end.

There is a wider point buried in the copies requirement, and it is about who the paperwork is really for. An election is a statement to the tax authority, but the company also needs to know it was made, because the company's own reporting depends on it. A filing that reaches the service and never reaches the finance team is complete for one party and invisible to the other, which is a strange place for a document to sit.

An aside about a door that only opens one way

“An 83(b) election may not be revoked except with the consent of the IRS.”

Nine words, and they change how the decision should be made. Every other early stage tax choice I deal with has some path back, usually expensive and usually annoying, but a path. This one does not. Short of asking the party you filed it with for permission to unfile it.

The consequence is that the interesting risk runs the other way from where founders look. Everybody worries about the 30 days and about missing them. Almost nobody asks what happens if the shares are forfeited after the election has been made and the tax has been paid on value that then evaporates. That has nothing to do with the deadline and it is the question I would want answered before signing. Anyway, back to the clock and the envelope.

Before the list, a word about why any of this is hard, because it is not hard in the way people expect. Nothing in it is subtle, and there is no judgement call, no grey area and no place at all where a reasonable person could read the same sentence two different ways and end up somewhere else. It is a short set of plain instructions with a date attached, and it goes wrong anyway, because the work sits in the gap between deciding to do something and actually putting it in an envelope. That gap is where most of the damage in a young company's paperwork lives, and no amount of clarity in the source closes it.

What I would put in the calendar

None of what follows is advice about whether to make the election, which depends on facts I cannot see from here and on a view of the company's value that I would not offer.

The transfer date, on the day it happens, taken from the document that effects the transfer rather than from the one that authorises it. Everything else counts from there.

Day 30, with the weekend rule applied if it lands badly, and a working reminder at day 20 rather than day 28, because the envelope needs a day of its own.

The 2 copies, as separate items rather than as a note under the first one. In my experience the copy to the company is the piece that gets remembered 3 months later, when somebody asks the finance person for a file that was never sent to them.

One more limit before the list, and it changes how much weight to put on all 4 items in it. I read the form and its instructions, twice, and I did not read the regulations they point at, which is a real gap because those regulations are where the 3 terms the whole thing turns on are actually defined: what counts as property, what counts as a transfer, and what substantially nonvested means in a document that uses the phrase 9 times without explaining it. I cannot tell you how your grant sits against those definitions, and anybody who says they can from a description of your cap table is guessing.

What I cannot tell you

Whether any relief exists for an election filed on day 31. The instructions say nothing about it, and silence is not the same as a rule, so I am not going to turn one into the other. That one belongs to a specialist.

Whether your particular grant is even a transfer of property for these purposes. The regulation that defines it is cited on the form and I have not read yours.

What I got wrong in February is the ordinary version of this mistake. I gave a date from memory, anchored to the event that felt like the beginning, and the statute is anchored to a different one. The founder was lucky: the 2 dates were 4 days apart and the filing went out inside both. That is luck rather than method, and I have stopped quoting the deadline at all without first asking which document actually moved the shares.