Form5R: Wisconsin Revocation of Election by an S Corporation Not to Be a Tax-Option Corporation (2024)
Wisconsin · Wisconsin DOR · Used for tax years 2024
Wisconsin Form 5R lets a federal S corporation revoke its election not to be a Wisconsin tax-option corporation. It records corporation information, the taxable year the revocation takes effect, and consenting shareholders’ ownership information and signatures.
Who files this form
A federal S corporation uses Form 5R if it previously elected not to be a Wisconsin tax-option corporation and now wants to revoke that election.
- The opt-out election generally must remain in effect for the first taxable year it applies to and the next four taxable years. It may be revoked after this five-year period.
- Shareholders holding more than 50% of the corporation’s shares on the day of revocation must consent.
- If the corporation acquires a qualified Subchapter S subsidiary (QSub) for federal purposes, the opt-out election is automatically revoked for that taxable year. Form 5R is not necessary in that situation.
When it's due
The 2024 Form 5R instructions require filing on or before the due date, or extended due date, of the first Wisconsin corporation franchise or income tax return affected by the revocation. No specific calendar deadline is printed.
What you'll need
Have the following information ready:
- The corporation’s name, address, federal employer identification number, and state and year of incorporation.
- The number of shareholders and the number of shares issued and outstanding.
- The beginning date of the taxable year when the revocation will take effect.
- Each signing shareholder’s name, address, federal identifying number, number of shares owned, and stock acquisition date.
For individual shareholders, the federal identifying number is the Social Security number. For estates, qualified trusts, and exempt organizations, it is the federal employer identification number.
If more space is needed, attach a schedule containing the required information.
How to file
- Enter the corporation’s name and address and complete items A through E.
- Enter the required information for each shareholder signing the revocation. Each consenting shareholder must sign.
- Have an authorized corporate officer sign the form and provide their title and the date.
- Mail the form to:
Wisconsin Department of Revenue
PO Box 8908
Madison WI 53708-8908
Common mistakes
- Using the wrong stock acquisition date: If a shareholder acquired stock on more than one date, enter the last acquisition date.
- Missing a spouse’s consent: If the stock or its income is community property, both husband and wife must sign the consent. Wisconsin marital property is a form of community property.
- Missing the officer’s signature: An authorized officer of the corporation must sign the form.
- Leaving out information because space runs out: Attach a schedule with the required information if additional space is needed.
Questions people ask
What changes when the opt-out election is revoked?
The corporation’s income is taxed to its shareholders rather than to the corporation itself, with certain exceptions.
Must every shareholder consent?
The revocation requires consent from shareholders who hold more than 50% of the shares on the day the revocation is made.
When does the revocation take effect?
It takes effect for the taxable year indicated on the form. Item E asks for that taxable year’s beginning date.
Which Wisconsin return does a tax-option corporation file?
Corporations treated as Wisconsin tax-option (S) corporations must file Form 5S, Wisconsin Tax-Option (S) Corporation Franchise or Income Tax Return.
Do we need Form 5R if we acquire a QSub?
No. The opt-out election is automatically revoked for the taxable year in which a federal S corporation acquires a QSub for federal purposes.