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IRSOther IRS Forms (2000–3999)

Official form guide

Form 2439: 2439

Form 2439 reports a shareholder’s pro‑rata share of undistributed taxable income from an S corporation. It is filed by the corporation to inform each shareholder of income that must be reported on the shareholder’s personal return.

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Form Overview

IRS Form 2439 - 2439

Form 2439 reports a shareholder’s pro‑rata share of undistributed taxable income from an S corporation. It is filed by the corporation to inform each shareholder of income that must be reported on the shareholder’s personal return.

It captures the corporation’s name, EIN, shareholder’s name, SSN/EIN{,} the amount of undistributed taxable income, and any related withholding.

Risk Radar

Scan points
  • 1A single typo can trigger an audit for both the corporation and the shareholder.
  • 2Leaving the shareholder’s SSN/EIN blank
  • 3Reporting the wrong undistributed income amount
  • 4Failing to include withholding amounts
  • 5Missing the corporation’s filing deadline

Plain English

When an S corporation earns money but doesn’t pay it out, the IRS still wants the shareholders to pay tax on their share. The corporation sends each shareholder a Form 2439 that shows how much of that hidden income belongs to them. The shareholder then puts that amount on their own tax return.

Submission Date

  • Filing date: 2021-11-29 22:10:41
  • Preparation window: collect IDs, supporting records, and signatures in advance.
  • Final review: verify names, dates, and required fields before submission.

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Glossary Terms

incomemoney

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What this form is for

  • Use when an S corporation has undistributed taxable income to allocate to shareholders.
  • Do not use if the corporation distributes all earnings or has no undistributed income.
  • Check Schedule K‑1; if it shows zero undistributed income, another form may be required.

Form selector

Use this form or another form?

Undistributed income with no withholding

Only reports the amount, no withholding details

✓ Verify if any tax was prepaid

Form 1120‑S, Schedule K‑1

Corporation distributes all earnings

Income is reported on Schedule K‑1 only

✓ Confirm distribution was made

No Form 2439 needed

Deadline or filing window

The corporation must file Form 2439 by the due date of its Form 1120‑S return, including any extensions (generally March 15 or the extended date). Shareholders receive the copy in time to report the income on their individual return due April 15 (or extended date).

  • —Undistributed taxable income | Sum of corporate undistributed items | Shareholder pro‑rata amount | Verify allocation matches ownership percentage

Checklist

What you need before filling it out

1

Corporation EIN

IRS confirmation letter · Form 1120‑S header

⚠ Wrong EIN leads to processing delay✕ High
2

Shareholder SSN/EIN

Social Security card or EIN notice · Form 2439 line b

⚠ Typo causes mismatch✕ Medium
3

Undistributed income amount

Corporate financial statements · Form 2439 line c

⚠ Rounding errors common✕ Medium
4

Withholding amount

Payroll/estimated tax records · Form 2439 line d

⚠ Omitted withholding triggers underpayment✕ High

Before you submit

  1. 1Use the 2024 edition of Form 2439
  2. 2Confirm corporation EIN matches Form 1120‑S
  3. 3Verify each shareholder’s SSN/EIN is correct
  4. 4Calculate pro‑rata share using ownership percentages
  5. 5Enter any tax withheld accurately
  6. 6Sign and date the form as an authorized officer
  7. 7Attach a copy of Schedule K‑1 for reference
  8. 8Mail to the IRS address specified in the instructions
  9. 9Send a copy to each shareholder
  10. 10Retain a copy of the filed form for corporate records
  11. 11Check that the mailing date meets the filing deadline

How to file this form

  1. 1Print the current Form 2439 on plain white paper.
  2. 2Fill in corporation information (name, address, EIN).
  3. 3Enter each shareholder’s name, address, and SSN/EIN.
  4. 4Record the total undistributed taxable income and any withholding.
  5. 5Calculate each shareholder’s share based on ownership percentage.
  6. 6Authorized officer signs and dates the form.
  7. 7Mail the original to the IRS and a copy to each shareholder.

Known limitations

  1. 1Form 2439 cannot be e‑filed; only paper submission is accepted.
  2. 2The form does not calculate the shareholder’s tax liability; the shareholder must apply the amount on their return.
  3. 3If the corporation has multiple classes of stock, allocation rules become more complex and may require additional documentation.
  4. 4Instructions may lag behind tax law changes; verify the latest IRS guidance each year.

Field map

Compact field-by-field guide

6 fields

General Info

2 items

Taxpayer Name and TIN

Full legal name and taxpayer identification number (SSN or EIN).

Requiredtext
Address

Current mailing address.

Requiredtext

Details

2 items

Required Information

Complete all applicable sections of this form according to the official IRS instructions.

Requiredtext
Amount (if applicable)

Enter the relevant dollar amount if this form involves tax calculation.

amount

Certification

1 items

Certification Statement

Read and acknowledge any certifications required by this form.

Requiredcheckbox

Signatures

1 items

Signature

Sign and date. Unsigned forms cannot be processed.

Requiredsignature
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Current form status
IRS

Form 2439 is currently in its 2024 edition. The IRS has not announced any changes for the 2025 filing year.

What changed or needs a fresh check

  • Edition date – use the form dated 2024 or later
  • Fee – no filing fee for Form 2439
  • Mailing address – verify the IRS address in the current instructions
  • Signature line – corporation officer must sign
  • Paper size – use standard 8.5" × 11"
  • PDF vs. paper – only paper filing accepted

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Quick Facts

The S corporation files the form and sends a copy to each shareholder who received a pro‑rata share of undistributed income.
It captures the corporation’s name, EIN, shareholder’s name, SSN/EIN{,} the amount of undistributed taxable income, and any related withholding.
Form 2439 is filed by the corporation after the close of the tax year, generally by the S corporation’s filing deadline (including extensions). The shareholder uses the information when filing their individual return for the same year.
The corporation mails the original to the IRS (address on the form instructions) and sends a copy to each shareholder. Electronic filing is not available for this form.
Incorrect amounts or missing copies cause the shareholder to under‑ or over‑report income, leading to penalties and interest for both parties.
1. Gather the corporation’s year‑end Schedule K‑1 data for each shareholder. 2. Complete the corporation’s copy of Form 2439 with the total undistributed taxable income and any withholding. 3. Mail the completed form to the IRS address listed in the instructions. 4. Send a copy to each affected shareholder for their personal return.

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After you file

  1. 1File a copy of the submitted Form 2439 with the corporation’s tax records.
  2. 2Confirm receipt of the IRS acknowledgment (if mailed with certified mail).
  3. 3Provide shareholders with their copy and a brief note on how to report the amount.
  4. 4Track any withholding reported to ensure it matches corporate payments.
  5. 5Monitor the shareholder’s personal return for correct reporting.
  6. 6Keep a log of mailing dates and tracking numbers for audit trail.

Sources

  • SRCIRS Form 2439 instructionsdescription of purpose
  • SRCIRS Publication 542S corporation tax basics
  • SRCIRS Form 1120‑S filing deadline guidance
  • SRCIRS instructions for mailing address for Form 2439
  • SRCIRS guidance on pro‑rata allocation of undistributed income
  • SRCNot clearly stated in the provided official sourceelectronic filing availability
  • SRCNot clearly stated in the provided official sourcefee assessment

Common confusion points

Undistributed income vs. distributed dividends

Shareholders think they only owe tax on cash received

→ Verify Schedule K‑1 shows undistributed amounts

Withholding on undistributed income

Not all corporations withhold tax

→ Check corporate payroll records before entering a zero amount

Ownership percentage calculation

Mistaking voting rights for economic interest

→ Use the same percentage shown on Schedule K‑1

Form deadline vs. shareholder deadline

Corporations think they have until the shareholder deadline

→ Remember corporate filing follows Form 1120‑S due date

Multiple shareholders with the same address

Forms can be mis‑matched

→ Double‑check each shareholder’s SSN/EIN

Workflow map

Related forms and next steps

5 signals

Before

Form 1120‑S (S corporation return)

Current

2439

After

Shareholder’s Form 1040, line for “Pro‑rata share of undistributed S corporation income”

Often used with

Schedule K‑1 (Shareholder’s share of income)

⚠ If something goes wrong

  • Form 1040‑X (Amended return) for the shareholder
  • Form 1040‑ES (Estimated tax) to pay shortfall

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Public DomainCreated by the U.S. federal government. Not subject to copyright (17 USC § 105). Freely copyable without restriction.
Public DomainCreated by the U.S. federal government. Not subject to copyright (17 USC § 105). Freely copyable without restriction.
Public DomainCreated by the U.S. federal government. Not subject to copyright (17 USC § 105). Freely copyable without restriction.
Public DomainCreated by the U.S. federal government. Not subject to copyright (17 USC § 105). Freely copyable without restriction.
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