From the day you receive unvested restricted stock or early-exercise unvested options, you have 30 calendar days to file an 83(b) election with the IRS. The deadline is absolute. There is no extension, no late-filing relief, and no second chance. Missing it can cost six figures over a vesting cycle.
An 83(b) election tells the IRS that you want to pay tax on your equity now, at the current (typically very low) value, instead of paying tax later as the equity vests at its (typically much higher) future value. For founder stock granted at $0.0001 per share, the immediate tax bill is essentially zero. Without the 83(b), every vesting tranche over the next four years gets taxed at ordinary income rates on its then-current fair market value.
Consider a founder receiving 5 million shares at a $0.0001 strike, with a $0.001 fair market value at grant. With an 83(b) filed in time, the founder owes ordinary income tax on $4,500 (the spread). Without the 83(b), and assuming the company grows over the four-year vest, the founder owes ordinary income tax on the fair market value of each vesting tranche. By year four, that can mean tax bills in the hundreds of thousands of dollars on equity that hasn't been sold yet.
The 83(b) deadline is not negotiable. IRC §83(b)(2) and Treasury Regulation §1.83-2(b) set the 30-day window. The IRS does not accept late filings under any circumstance, including reasonable cause or hardship.
Set a reminder for Day 15 the moment you sign your grant. Halfway through is too late to procrastinate.
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The 83(b) election only applies when you receive property subject to a substantial risk of forfeiture. In practice, that means three groups of people:
Founder stock typically vests over 4 years. Filing 83(b) at incorporation locks in tax at the (near-zero) grant value instead of taxing each vesting tranche at the (rising) fair market value.
If your company allows early exercise of unvested options and you choose to do so, you must file 83(b) to recognize tax now and avoid ordinary income tax at each subsequent vest.
Anyone receiving unvested restricted stock (consultants, advisors, employees) must file 83(b) within 30 days of grant to fix the taxable value at the time of grant.
The IRS now provides Form 15620 specifically for 83(b) elections, replacing the older free-form letter approach. Whether you use Form 15620 or a written statement, the content must include the required elements from Treasury Regulation §1.83-2(e): taxpayer information, description of the property, grant date, restrictions, fair market value at grant, any amount paid for the property, and a statement that copies were provided to the company.
The 30-day clock starts on the date of transfer (the grant date). Confirm the date in writing with your company. Set a reminder for day 15 the moment you sign.
Fill out IRS Form 15620 or prepare a written statement with the required information. Sign and date it. Make at least two copies for your records.
Mail to the IRS office where you file your federal return, using USPS certified mail with return receipt. Keep the certified mail receipt and the green card; they are your only proof of timely filing.
Send a copy of the filed election to your company so the equity records reflect your election. This is required by the regulation, not just a courtesy.
If the postmark on your mailed election is dated day 31 or later, the election fails. Recovery is impossible. The early reminder is the entire point.
Without an 83(b) election, each vesting tranche is treated as ordinary income on the fair market value at the time it vests. For early-stage equity that appreciates substantially over the vesting period, the cumulative tax bill can dwarf the original cost of filing on time.
The cost compounds in two ways: ordinary income rates are higher than long-term capital gains rates, and the tax is due in the year of vesting regardless of whether you've sold any shares. Many people who skip the 83(b) end up owing tax on illiquid private company stock they can't sell to cover the bill.
There is also a future cost. Filing 83(b) starts the long-term capital gains holding period at the grant date. Without it, that clock doesn't start until each tranche vests, which can push qualifying long-term gains out by years.
The 83(b) deadline is the rare equity deadline that allows no recovery. No extension, no relief, no appeal. The only reliable system is to set a reminder for day 15 on the same day you sign the grant paperwork. That buys you a fifteen-day buffer to complete the filing if anything goes sideways.
See the full guide on stock options exercise reminders, and review the decision framework for early exercise before you trigger an 83(b) election.
You have exactly 30 days from the grant date (or date of transfer) to file an 83(b) election with the IRS. The deadline is absolute, nonnegotiable, and set by IRC §83(b)(2) and Treasury Regulation §1.83-2(b). Postmarks count, but the postmark must be on or before day 30.
You forfeit the election permanently. There is no late-filing relief, no extension, and no appeal. You will be taxed at ordinary income rates on the value of each vesting tranche as it vests, rather than once at the (typically very low) grant date value. For founder stock or early-stage equity, the cost can run into six figures or more over the vesting period.
Anyone who receives restricted stock or early-exercises unvested stock options. Most commonly this includes founders receiving restricted stock at incorporation, employees who early-exercise stock options before vesting, and consultants who receive restricted equity. If your equity is fully vested at receipt, no 83(b) is needed.
Complete IRS Form 15620 (or a written statement that includes all the required information from Treasury Regulation §1.83-2(e)). Sign and date it. Mail it via certified mail with return receipt to the IRS office where you file your federal income tax return. Send a copy to your company. Keep the certified mail receipt as proof of timely filing.
On the date of transfer, which is typically the grant date listed in your equity documents. The grant date is Day 0, not Day 1. If you receive stock on March 1, your filing deadline is March 31. Confirm the date in writing with your company before counting days.
No. Unlike many other tax elections, the 83(b) has no late-filing relief mechanism. The IRS will not accept a late 83(b) under any circumstances, including reasonable cause, hardship, or lost mail (unless you can prove timely postmark with certified mail evidence). This is why certified mail with return receipt is the only acceptable way to file.
No. The 83(b) election only applies to property that is subject to a substantial risk of forfeiture, meaning unvested restricted stock or unvested early-exercised options. Once shares are fully vested, there is nothing to elect on.
A free email reminder set on grant day. Day 15 nudge, follow-ups until you confirm the certified-mail receipt.
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