83(b) election. Step-by-step filing.
The 83(b) election is one of the most consequential decisions in early-stage equity. Filed within 30 days of receiving restricted stock, it lets you be taxed at the grant value (typically near-zero) rather than at vesting value (potentially much higher). Missing the 30-day window can produce six-figure unexpected tax bills if the stock appreciates significantly. This guide walks through the filing step by step.
Start here.
IRS Section 83(b) lets you elect to be taxed at grant value rather than at vesting value.
For low-value founder/early employee restricted stock, taxing at grant value (near-zero) means tiny tax now; all future appreciation becomes capital gain at sale.
Restricted stock subject to substantial risk of forfeiture (vesting).
30 days from grant of restricted stock. Strict; cannot be extended.
Mail to IRS Service Center where you would file your tax return. Certified return receipt.
The full picture.
What 83(b) does
For restricted stock subject to vesting, default tax treatment is: as shares vest, you owe ordinary income tax on (fair market value at vesting) minus (price paid). For appreciated stock, this can be enormous. 83(b) election lets you instead be taxed at (fair market value at grant) minus (price paid). For founder stock granted near-zero value, the tax bill at grant is near zero. All future appreciation becomes long-term capital gain at sale.
Worked example
Founder receives 1,000,000 shares at $0.0001 par value (total paid: $100). Without 83(b): as shares vest over 4 years, fair market value rises. Hypothetically, vesting FMV averages $1/share. Ordinary income at vesting: $1,000,000 minus $100 = $999,900 over 4 years. Tax: ~$400,000+ at top marginal rates. With 83(b): tax at grant on $0 spread = $0. All appreciation is long-term capital gain at sale.
When to file
Within 30 days of grant of restricted stock subject to vesting. Calendar days, not business days. The clock starts on the day stock is granted, not the day signed.
How to file: step by step
Step 1: Complete the 83(b) election form. Required elements: name, address, SSN, date of grant, description of property received, fair market value at grant, restrictions/forfeiture conditions, statement that copy was provided to employer. Step 2: Sign and date. Step 3: Mail to the IRS Service Center where you would file your tax return (varies by state). Step 4: Send certified return receipt. Step 5: Keep proof of mailing and a copy. Step 6: Provide copy to the entity (employer).
IRS Service Center
Where to mail depends on your state. Find current addresses at irs.gov. As of 2026, addresses occasionally change; always check current addresses before mailing.
What if you miss the 30-day deadline
Major tax consequences. Some structured workarounds exist (e.g., paying tax on phantom income; legal restructuring) but they are limited and consult a CPA immediately.
Does 83(b) apply to options?
No. Stock options (ISO and NSO) are different from restricted stock. Different tax treatment. 83(b) does not apply to options unless they are exercised early into restricted stock (early exercise).
Does 83(b) apply to RSUs?
No. Restricted Stock Units (RSUs) are different from restricted stock. RSUs taxed at vesting under different rules.
Cost of filing
Free (other than postage). The election itself is free.
Best practices
File even when the spread is small. Mail certified return receipt. Keep proof and copies. Consult a CPA if the stock has appreciated between grant and election filing.
Common questions.
When do I file 83(b)?
What if I miss the deadline?
What if I have no stock to file for?
Does this apply to options?
Does this apply to RSUs?
Can I file 83(b) after I have already paid tax at vesting?
What if the stock value drops after 83(b)?
Do I need a lawyer?
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