Mistake on a filed 83(b) election: correct or revoke?
What can still be fixed after an 83(b) election is filed, what cannot, and the IRS procedure for revocation.
Summary
Our answer: it depends on the calendar. While the 30-day election window is still open, Rev. Proc. 2006-31 says a request to revoke will generally be granted, whatever the reason, and a corrected election can still be filed within the same window. After day 30, the election can be revoked only with IRS consent, which Treas. Reg. 1.83-2(f) limits to a mistake of fact about the underlying transaction, requested within 60 days of discovering it, through the letter-ruling procedure. Misunderstanding the vesting terms or the tax result is not a mistake of fact, and neither is a fall in value.
Rev. Proc. 2006-31: revocation generally granted if requested within the 30-day election window; after it, only a mistake of fact about the underlying transaction, requested within 60 days of discovery (Treas. Reg. 1.83-2(f)).
| Within 30 days of the transfer | Revocation generally grantedRev. Proc. 2006-31, section 3.08 and example 2. |
|---|---|
| After 30 days | Mistake of fact onlyAbout the underlying transaction; within 60 days of discovery (Treas. Reg. 1.83-2(f)). |
| Not a mistake of fact | Value drop, misunderstanding forfeiture terms or tax effectRev. Proc. 2006-31, sections 2.05-2.07. |
| Procedure | Letter-ruling requestWith the election date, a copy, the mistake and its discovery date. |
| 83(b) Election Desk | Not for correction or revocationThe wizard stops on revoking, undoing, amending or late-filing questions. |
Our verdict
The date decides. Before day 30, the IRS generally grants a revocation requested inside the window, and a new election can still be filed. After day 30, the bar is narrow (a mistake of fact about the transaction itself, raised within 60 days) and the procedure is a letter ruling, which a tax professional should handle.
Who this page is for, and who it is not for
For: people who filed an 83(b) election and found an error or changed their mind. Not for: people who have not filed yet (prepare it carefully once) or who missed the 30-day deadline altogether (no election was made).
What the IRS treats as a mistake of fact
Rev. Proc. 2006-31 gives four examples.
| Situation | Timing | Outcome |
|---|---|---|
| Employee misunderstood the forfeiture terms and the tax result | Within 60 days of understanding, after the 30-day window | Not granted: not a mistake of fact |
| Same employee | Request filed inside the 30-day election window | Granted, whatever the reason |
| Received Class B shares instead of the Class A shares agreed | Within 60 days of discovering it | Granted: mistake of fact about the transaction |
| Same, discovered the same way | More than 60 days after discovery | Not granted |
What a revocation request contains
The request follows the letter-ruling procedure and must include the date of the election, a copy of it, a description of the mistake of fact about the underlying transaction, and the date the mistake first became known. If it is made inside the 30-day window, the request must say so. A granted revocation takes effect as of the date of the election.
Next steps
Common questions
Can I revoke an 83(b) election?
Only with IRS consent (IRC 83(b)(2)). Rev. Proc. 2006-31 says consent will generally be granted if the request is filed on or before the due date for making the election, the 30th day after the transfer. After that, consent requires a mistake of fact about the underlying transaction, requested within 60 days of discovering it.
I put the wrong number of shares on my 83(b). What now?
Inside the 30-day window, Rev. Proc. 2006-31 says a revocation request will generally be granted, and a new election can still be filed before day 30. After day 30, whether the error is a mistake of fact about the transaction, and what to request, are questions for a tax professional.
The shares lost value. Can I undo the election?
It depends on the date. If the 30-day election window is still open, Rev. Proc. 2006-31 (section 2.08 and example 2) says a revocation request filed within it will generally be granted, whatever the reason. After the window closes, a decline in value does not qualify: Treas. Reg. 1.83-2(f) and Rev. Proc. 2006-31 both say that a mistake as to the value, or a decline in value, is not a mistake of fact.
Does 83(b) Election Desk file a revocation request?
No. Revoking, undoing, amending or replacing a filed election is outside the product, and the wizard stops on these questions. Revocation requests follow the IRS letter-ruling procedure; a tax professional should handle them.
Not filed yet? Check the packet fit
Correcting, replacing or revoking an election you already filed is outside 83(b) Election Desk: the wizard stops on these questions, so take them to a tax professional. The $49 packet is for people who have not filed yet.
Open checkerRelated guides
83(b) election deadline calculator
A source-linked deadline guide for people who already decided to file a Section 83(b) election and need an operational packet before the 30-day window closes.
Form 15620 for a Section 83(b) election
A practical guide to the IRS Form 15620 fields used in a Section 83(b) election packet.
83(b) election for restricted stock packet
How the MVP handles a simple individual restricted-stock grant after the user has already decided to make the election.
Official sources for this guide
Last reviewed: .