IRS Form 15620: How to Fill Out and File the Section 83(b) Election Form

Form 15620, Section 83(b) Election, is a one-page IRS form that captures everything Treas. Reg. 1.83-2(e) requires in an 83(b) election. Before the IRS published it in late 2024, every founder and employee wrote their own statement (usually from a law firm template), and the IRS never had a standard document to process. The current version is Rev. April 2025, OMB number 1545-0074.

The election itself has not changed. Under IRC §83(b), when you receive stock that is still subject to vesting (a substantial risk of forfeiture), you can choose to be taxed now on the spread between the stock's fair market value and what you paid, instead of being taxed at each vesting date on whatever the shares are worth then. For a founder buying common stock at par a few days after incorporation, that spread is usually zero, so the election costs nothing and starts the capital gains holding period immediately.

Form 15620 is simply a cleaner way to make that election. It also reduces the risk that a homemade statement leaves out a required element, such as the taxable year or a description of the restrictions.

Form 15620 is optional. The form's own instructions say an 83(b) election may be made by filing Form 15620 or, in the alternative, by filing a written statement that satisfies Treas. Reg. 1.83-2. The IRS repeated this in its June 2026 correction to Publication 525, which now says you can make the election by filing a written statement or Form 15620.

So if your lawyer hands you a well-drafted statement as part of the stock purchase agreement package, it is fine to sign and send it. We still lean toward the IRS form for most founders for two practical reasons:

• IRS staff recognize it instantly, which matters if you ever need to prove the election was received.
• The boxes force you to state the per-share value, quantity, amount paid and resulting income, which catches arithmetic mistakes before they become permanent.

What you should not do is file both a statement and a Form 15620 for the same shares. One election per transfer.

Here is how each box works, using a hypothetical founder who buys 4,000,000 shares of common stock at $0.0001 per share on March 2, 2026, subject to four-year vesting with a one-year cliff.

1. Box 1, name, TIN and address: your legal name, Social Security number or ITIN, and current mailing address. If you are a foreign founder without a US TIN yet, see the FAQ below.
2. Box 2, property description: the class and quantity, for example '4,000,000 shares of common stock of Acme Robotics, Inc., a Delaware corporation.'
3. Box 3, date of transfer: the date you received the shares, normally the date the stock purchase agreement was signed and the purchase price paid. Here, March 2, 2026. Your 30-day clock starts from this date.
4. Box 4, taxable year: 'calendar year 2026' for almost every individual.
5. Box 5, restrictions: describe the vesting and forfeiture terms, such as 'shares are subject to repurchase by the company at the lower of cost or fair market value if service terminates; 25% vest on March 2, 2027 and the remainder monthly over the following 36 months.'
6. Box 6, fair market value: value per share (determined without regard to lapse restrictions), quantity, and total. Here, $0.0001 x 4,000,000 = $400.
7. Box 7, amount paid: price per share, quantity, and total. Here, $0.0001 x 4,000,000 = $400.
8. Box 8, income to include: Box 6(c) minus Box 7(c). Here, $0.
9. Box 9, service recipient: the company's name, EIN and address. The instructions say this box is optional and not required for a valid election, but we fill it in so the record ties to the right company.

Then sign and date. The signature line includes a penalties-of-perjury declaration and an agreement to give a copy to the company. If the fair market value you enter came from a 409A valuation or a board determination, keep that document with your copy.

Mail paper Form 15620 to the IRS office where you file your federal income tax return. That instruction is printed on the form itself. In practice it means the Internal Revenue Service Center address listed for Form 1040 filers in your state who are not enclosing a payment, which varies by state of residence.

We keep the current state-by-state addresses, plus the address for founders living outside the US, in our separate guide on where to mail an 83(b) election, linked below. We do not repeat that table here because the IRS reshuffles processing centers from time to time and one maintained list is safer than two.

Two mistakes we see often: sending the election to the address for returns with a payment (a lockbox address, which is for checks), and sending it to the company's state of incorporation. Delaware has nothing to do with where your personal election goes.

Send a paper election by USPS Certified Mail with a return receipt, and keep the stamped mailing receipt. Under IRC §7502, a document is treated as filed on the date of the postmark, and Treas. Reg. 301.7502-1 treats a certified mail receipt as evidence that the document was delivered. That is the protection you want, because the IRS does not send any acknowledgment of a paper 83(b) election.

Private carriers can work only if the service is on the IRS list of designated private delivery services, and they cannot deliver to a P.O. box. Ordinary first-class mail without tracking is a bad idea for a document you may need to prove a decade later during an acquisition's due diligence.

Aim to mail within a week of the transfer. The 30-day deadline in §83(b)(2) has no extension and no late-filing relief, so a missed election generally cannot be fixed.

Yes, as of October 2026 there is an online route. The IRS lists Form 15620 on its mobile-friendly forms page with an IRS Online Account required. The page explains that after filling in the form you can either submit it online or download a copy for mailing. The online flow signs you in through the IRS account system (ID.me identity verification) and gives you a confirmation you can save and print.

A few practical notes, checked October 17, 2026:

• The printable PDF's instructions (Rev. April 2025) still describe mailing. That is not a conflict; the PDF is the paper path, the mobile-friendly form is the online path.
• Pick one method. Submitting online and also mailing a paper copy creates two records for one election.
• Identity verification for an IRS Online Account generally assumes you have an SSN or ITIN, so many founders living abroad still need to mail.
• Save the confirmation and the submitted PDF. That is your proof of filing, the online equivalent of the certified mail receipt.

For US founders with an existing IRS account, online submission is now the faster and better-documented choice.

Most rejected or disputed 83(b) elections fail for ordinary reasons, not technical ones. The ones we see most:

• Using the grant or board approval date in Box 3 instead of the date the shares were actually transferred to you. The 30-day clock runs from the transfer.
• Leaving Box 5 vague ('subject to vesting'). Describe the actual repurchase right and vesting schedule.
• Entering the preferred price, or a hoped-for future value, as fair market value in Box 6. Use the value supported by the company's 409A or board determination as of the transfer date.
• Forgetting to sign. An unsigned election is not an election.
• Mailing to the wrong IRS address or with no proof of mailing.

Box 8 is not always zero. Suppose an employee receives 50,000 restricted shares as a hire grant and pays nothing, and the 409A value is $0.80. Box 6(c) is $40,000, Box 7(c) is $0, and Box 8 is $40,000 of ordinary income for 2026. The company reports it as wages and must withhold, so the employee needs cash for withholding now in exchange for capital gain treatment later. That trade is worth it only if you expect the shares to rise meaningfully and you can afford to lose the tax paid if they do not. Run the numbers before signing, because once the 30 days pass the election cannot be revoked without IRS consent.

Treas. Reg. 1.83-2(d) requires you to give a copy of the election to the person for whom you perform services, which for founders and employees is the company. If someone other than you receives the shares (for example a trust), that transferee needs a copy too. The signature block on Form 15620 contains your agreement to do both.

You no longer need to attach a copy to your Form 1040. Final regulations issued in 2016 removed that requirement for property transferred on or after January 1, 2016.

Keep a permanent file with the signed election, the certified mail receipt or online confirmation, the stock purchase agreement, and proof of payment for the shares. Acquirers' counsel ask for exactly these documents, and missing ones can turn into an escrow holdback. Not tax advice for your specific facts; if your shares were issued at a price below fair market value, talk to an adviser before you sign, because Box 8 will show taxable income.