An 83(b) election is a one-page letter you send the IRS within 30 days of receiving restricted founder stock, electing to be taxed on its value now — when it is worth almost nothing — instead of later, as it vests and (you hope) explodes in value. The 30-day clock is set by Section 83(b)(2) of the tax code and there is no extension, no late-filing relief, and no do-over. Founders who miss it can end up owing ordinary-income tax on every dollar of stock appreciation as their shares vest — a bill that can run into six figures on equity they cannot yet sell.
The deadline is 30 calendar days from the date your restricted stock is transferred to you — not from incorporation, not from your tax-filing date. It is unforgiving.
Filing locks in tax on today's tiny value (often near $0 for a brand-new C-Corp), so future growth is taxed later as capital gains, not ordinary income.
Miss it and each tranche of stock is taxed as ordinary income at its fair market value when it vests — potentially a huge bill on shares you can't sell.
You can file the IRS's optional Form 15620 (Rev. 4-2025) or a plain written statement that meets Treasury Reg. 1.83-2 — both work.
This matters most for Delaware C-Corp founders on restricted, vesting stock — exactly the VC-track structure StableCorp sets up.
This is general information, not legal or tax advice; rules and forms are current as of June 2026. The 83(b) election is irreversible and fact-specific — confirm your filing with a US tax professional before you send it.
What is an 83(b) election, in plain terms?
It is an election to be taxed on your restricted stock the moment you receive it, rather than as it vests. Under the default rule in Section 83, you are not taxed when restricted stock is granted — you are taxed each time a chunk vests, on whatever that chunk is worth then.
That default sounds harmless until your company's value climbs. Because vesting income is taxed as ordinary compensation, a founder whose shares are worth pennies at grant but dollars at vesting gets taxed on the entire gap — at the highest rates, on stock they usually cannot sell to cover the tax.
The 83(b) election flips the timing. You elect to recognize income now, on the difference between the stock's fair market value at transfer and what you paid for it — which for a freshly incorporated startup is often zero or close to it — so there is little or no tax today and all future appreciation is taxed later as capital gains.
The IRS spells this out directly: when you make the election, the value is "included in gross income as of the time of transfer" and "any subsequent appreciation in the value of the property is not taxable as compensation" — see the IRS Section 83(b) guidance.
Why is the 30-day deadline the part founders miss?
Because it starts the day your stock is transferred — and most founders don't realize the clock is already running. The 30 days run from the transfer of the restricted stock, not from when you remember to deal with paperwork, not from year-end, and not from your tax-return due date.
There is exactly one wrinkle of relief: if day 30 lands on a Saturday, Sunday, or legal holiday, your election is timely if it is postmarked the next business day. That is the only flexibility the IRS gives you.
Miss the window and the consequences are not theoretical. There is no late election, no reasonable-cause exception, and no amended-return fix — the default vesting-based taxation simply applies, and you live with it for the life of those shares.
The cruelest version: a founder forms a C-Corp, gets 8,000,000 shares of restricted stock worth essentially nothing, raises a round 60 days later, and only then learns the 83(b) window closed on day 30. Every future vesting event is now an ordinary-income tax bill measured against the new, higher valuation.
What does missing it actually cost? A worked comparison
The damage scales with how much your company grows during the vesting period. Below is a simplified illustration of the same founder stock under both treatments — the numbers are illustrative, not from any IRS table.
| Event | With 83(b) filed in 30 days | Without 83(b) (default) |
|---|---|---|
| Tax at grant (stock worth ~$0) | ~$0 ordinary income | $0 — no event yet |
| Tax as stock vests over 4 years | None — already elected at grant | Ordinary income on FMV at each vesting date |
| Character of future gain | Capital gains when sold | Ordinary income at vesting, then capital gains after |
| Cash needed before any sale | Little to none | Tax due on illiquid, unsellable shares |
| Holding-period clock for long-term gains | Starts at grant | Starts at each vesting date |
The pattern is the same every time: the election trades a tiny (often zero) tax bill today for ordinary-income tax on years of appreciation tomorrow. For founders whose stock is worth almost nothing at incorporation, the cost of filing is trivial and the cost of not filing can be enormous.
How do you actually file an 83(b) election?
You file a signed written statement — or the IRS's optional form — with the IRS service center where you file your return, within the 30 days. As of late 2024 the IRS publishes a standardized Form 15620 (Rev. 4-2025) for this; its use is voluntary, and you may still file a plain written statement that satisfies Treasury Regulation 1.83-2.
Confirm the transfer date of your restricted stock — this is day zero of the 30-day count.
Complete Form 15620, or draft a written statement with your name, address, taxpayer ID, a description of the shares, the transfer date and tax year, the stock's fair market value at transfer, the amount you paid, and the amount you are including in income.
Sign it — an unsigned election is not valid.
Mail it to the IRS service center where you file your return; use certified mail with return receipt so you have proof of a timely postmark.
Keep a copy for your records and give a copy to your company, as the IRS instructs the service provider to do.
Report the income (often ~$0) on that year's tax return.
One change worth knowing: since the IRS's July 2016 final regulations, you no longer have to attach a copy of the election to your income-tax return — but you must still file it directly with the IRS inside the 30-day window. The deadline did not get easier; only the attachment step went away.
Because the election cannot be e-filed and turns on a verifiable postmark, certified mail with a return receipt is not optional housekeeping — it is your only evidence that you filed on time.
Who needs an 83(b) — and who doesn't?
You need to consider it whenever you receive equity that is subject to vesting or repurchase — most commonly founder restricted stock in a C-Corp, or early restricted stock awards. The election only makes sense for stock that is "substantially nonvested" at transfer; fully vested stock has nothing to elect on.
This is overwhelmingly a Delaware C-Corp founder problem, because that is the structure built on restricted, vesting founder stock and an option pool. If you are running a Wyoming LLC instead, you usually don't have restricted corporate stock at all — which is one of many reasons we steer solo and bootstrapped founders to an LLC and reserve the C-Corp for the VC track. For the trade-off, see our Delaware C-Corp formation guide and the LLC vs C-Corp comparison.
Note the risk that the election carries: if you file, pay tax at grant, and then leave before vesting (forfeiting the stock), you generally cannot get that tax back. When the value at grant is near zero, that risk is tiny — which is exactly why founders file at incorporation, when the stock is worth almost nothing.
The non-resident founder catch most guides skip
Here is the part US-centric checklists miss: a non-resident founder forming a Delaware C-Corp to raise US capital has to clear the 83(b) window at the very same moment they are juggling the EIN, the bank account, and the share structure — across time zones, often without a US tax pro on call. The 30-day clock does not pause while you wait on an EIN.
That timing collision is the differentiated insight. The 83(b) election is not a standalone tax errand; it is one of three or four irreversible decisions that all land in your company's first month, and missing the 83(b) deadline is the one with no remedy. Getting the Delaware C-Corp set up with a clean cap table and a calendared 30-day reminder from day one is what keeps a founder from discovering the problem on day 45.
StableCorp incorporates your Delaware C-Corp, files the SS-4 to get your EIN without an SSN, and flags the 83(b) 30-day window as part of formation — so the deadline is on your calendar before the clock starts, not after it expires. We don't file the election for you or give tax advice, but we make sure you know the date and have your formation documents in hand to act on it.
After the election: getting paid into your C-Corp
Filing the 83(b) is a milestone, but the company still has to make money and move it home. Once your EIN and US bank account are live, your C-Corp can invoice clients and receive USD by wire or stablecoins like USDC and USDT — and for founders abroad, the stablecoin rail is usually faster and cheaper than a correspondent-bank wire.
This is where StableCorp's edge is concrete rather than abstract. We settle USDC/USDT on Solana, Ethereum, and Polygon, and for Indian founders we run a compliant off-ramp to INR using RBI purpose codes (P0802, P1004, P1005, P1006, P1007, P1009, others on request) — a proper paper trail, not a grey-area direct-wallet swap.
On price: for clients incorporated with StableCorp it is 1.5% onramp and 0.5% offramp, or 1% on a direct off-ramp to INR — versus the market's ~2.9% headline plus ~2% hidden FX markup that lands near 5% effective. See pricing for the full schedule, and our USDC-to-INR off-ramp guide for the compliance mechanics.
Bottom line
If you hold restricted founder stock in a C-Corp, the 83(b) election is one of the highest-leverage one-page filings you will ever make — and the 30-day deadline is one of the few in tax law with no relief if you miss it. File it within 30 days of your stock transfer, lock in tax on today's near-zero value, send it certified mail, and keep your proof of mailing. Get the structure right first, get the election filed second, and a tax bill that could have exploded never materializes.
Sources
IRS — Update to the 2024 Publication 525 for Section 83(b) election — https://www.irs.gov/forms-pubs/update-to-the-2024-publication-525-for-section-83b-election
IRS — Form 15620, Section 83(b) Election (PDF) — https://www.irs.gov/pub/irs-pdf/f15620.pdf
IRS — Where to file certain elections, statements, returns and other documents — https://www.irs.gov/filing/where-to-file-certain-elections-statements-returns-and-other-documents