Form5R: Form5R (2025)
Wisconsin · Wisconsin DOR · Used for tax years 2025
Wisconsin Form 5R lets a federal S corporation revoke its election not to be a Wisconsin tax-option corporation. It records the corporation’s information, the effective taxable year, shareholder ownership and consent, and an authorized officer’s signature.
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 “opt-out” election.
The opt-out election generally must remain in effect for its first taxable year and at least the next four taxable years. After that five-year period, it may be revoked. 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 case.
What you'll need
Have the following information ready:
- The corporation’s name, address, federal employer ID number, state and year of incorporation, and Wisconsin DFI number.
- The number of shareholders and the number of shares issued and outstanding.
- The beginning date of the taxable year when the revocation is to take effect.
- Each signing shareholder’s name, address, federal identifying number, number of shares owned, and stock acquisition date. If stock was acquired on multiple dates, use the most recent acquisition date.
For individuals, the federal identifying number is their Social Security number. For estates, qualified trusts, and exempt organizations, use the federal employer identification number.
If more space is needed, attach a schedule containing the required information.
How to file
- Complete the corporation’s identifying information and the taxable year beginning date for the revocation.
- Enter the required information for each shareholder signing the revocation and obtain their signatures. The consenting shareholders must hold more than 50% of the shares on the day of revocation.
- 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.
- Have an authorized corporate officer sign the form and enter their title and date.
- Mail the form to:
Wisconsin Department of Revenue
PO Box 8908
Madison WI 53708-8908
File on or before the due date, or extended due date, of the first Wisconsin corporation franchise or income tax return affected by the revocation.
Questions people ask
What changes when the opt-out election is revoked?
The corporation becomes a Wisconsin tax-option corporation. Its income is taxed to its shareholders rather than to the corporation itself, with certain exceptions.
Do all shareholders have to consent?
The revocation requires consent from shareholders holding more than 50% of the shares on the day the revocation is made.
Can the corporation revoke the election immediately?
Generally, no. The election remains in effect for the corporation and any successors for its first taxable year and at least the next four taxable years. It may be revoked after that five-year period.
Is Form 5R needed when the corporation acquires a QSub?
No. The opt-out election is automatically revoked for the taxable year in which the federal S corporation acquires a QSub for federal purposes.
Which Wisconsin tax 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.