83(b) Election Pre-Seed Template (Swipe File for the IRS)
last updated: Apr 3, 2026
You have exactly 30 days to mail this document to the IRS. Miss the deadline, and you risk owing the government massive taxes on phantom income. Grab the exact swipe file below and get it sent today.
TL;DR
An 83(b) election is a formal letter to the IRS proving you choose to be taxed on your shares at grant, rather than later when they vest. Doing this locks in your tax basis when your pre-seed company is worth essentially zero.
Rule: Always mail two copies via USPS certified mail with a return receipt requested.
Warning: Missing the strict 30-day deadline is irreversible and can destroy your personal financial upside.
Fair Market Value (FMV): The assessed price of your equity at the time of grant. You can see how VC Beast explains startup equity compensation to understand why FMV is negligible at the pre-seed stage.
Vesting Schedule: The timeline dictating when you actually own the rights to your granted stock.
Take the 90-second audit to calculate your probability of hitting $10k MRR in the next 90 days.
Print two copies of the cover letter and two copies of the election form found below. Mail them to the IRS service center for your state. Always include a self-addressed stamped envelope so the clerk can return your date-stamped copy directly to you as proof of receipt.
The asset
[Date]
Department of the Treasury Internal Revenue Service [IRS Service Center Address for your state]
RE: Section 83(b) Election for [Your Full Name]
To Whom It May Concern:
Enclosed please find an original and one copy of an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, filed by the undersigned taxpayer.
Please date-stamp the enclosed copy of this letter and the copy of the election and return them to me in the enclosed self-addressed stamped envelope.
Sincerely,
[Your Signature] [Your Printed Name] [Your Full Address] [Your SSN]
--- PAGE BREAK ---
ELECTION UNDER SECTION 83(b)
The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income the excess, if any, of the fair market value of the property described below at the time of transfer over the amount paid for such property.
1. The name, address, and taxpayer identification number of the undersigned are: Name: [Your Full Name] Address: [Your Full Address] SSN: [Your SSN]
2. Description of the property with respect to which the election is being made: [Number of Shares] shares of Common Stock of [Company Name], a [State of Incorporation] corporation.
3. The date on which the property was transferred is: [Date of Grant]
4. The taxable year to which this election relates is: Calendar year [Current Year].
5. The nature of the restriction(s) to which the property is subject is: The shares are subject to a repurchase right in favor of the company at the original purchase price if the taxpayer stops providing services to the company. This right lapses over time.
6. The fair market value of such property at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) is: $[Total Value of Shares, e.g., 10.00]
7. The amount paid for such property is: $[Amount Paid, e.g., 10.00]
8. A copy of this statement has been furnished to the company. Signature: ______________________ Date: [Date]
Benchmarks
Industry benchmarks note that 83(b) filings actually trip up 90% of first-time founders, leading to irreversible mistakes. Getting this right early is non-negotiable.
Sample math. If you receive 10,000,000 shares at a par value of $0.00001, your total Fair Market Value (FMV) is $100. By paying the $100 upfront, your tax liability is calculated on this baseline. If your valuation grows to $10,000,000 later, you do not pay ordinary income tax on the $9,999,900 difference during the vesting period. Your tax exposure remains fixed at the initial $100 baseline.
83(b) election vs Standard vesting
Filing an 83(b) election taxes you on the value of the shares today. Standard vesting taxes you on the value of the shares as they vest over time. If your startup grows, standard vesting will trigger massive tax bills every time a portion of your equity vests — even if your shares are completely illiquid. Filing the election prevents this unpredictable tax burden.
Risks
If you miss the 30-day window, there is no fix. You cannot petition the IRS for an extension. If the company valuation skyrockets, you will be taxed on the increased value at ordinary income rates as your shares vest. Always send the forms via USPS Certified Mail to ensure you have an undisputed paper trail.
Will filing this legal paperwork get you to $10K MRR?
Mastering this legal paperwork is necessary, but it will not save your startup. A flawless cap table means absolutely nothing if you have zero customers. Get this mailed today, forget about it, and figure out how to hit $10K MRR. Fix your foundation quickly so you can focus on building what matters. This is why I built Traction OS.
FAQ
You:
How do I know the IRS actually received my election form?
Guide:
This is exactly why you must include a self-addressed stamped envelope. The IRS will stamp your duplicate copy and mail it back to you. Keep this physical receipt forever. To ensure your mailing process is watertight, check my 83(b) election startup script.
You:
Can I submit this document online instead of by physical mail?
Guide:
No, the IRS does not currently accept digital submissions for this specific form. You are required to physically mail it. For deeper details on handling the logistics properly, read my full 83(b) election pre-seed guide.