IRS notice guide
IRS Letter 2205: an examiner wants to schedule your audit
Letter 2205 is the IRS's initial contact letter for a field examination. A revenue agent has been assigned to your return and is asking you to call and schedule the first appointment. It is not a bill and it proposes no change to your tax. What it does is start an in-person audit, and the letter itself names the examiner to call and the date to call by.
Letter 2205 in brief
- Letter 2205 opens a field examination — the in-person audit type conducted by a revenue agent, often where the business or its original books and records are located.
- The letter asks you to call the examiner to schedule an initial appointment. The IRS's own manual tells examiners to allow 14 calendar days from mailing before they follow up by phone.
- There is no universal 7-day deadline. The letter states the contact person and the date; the Internal Revenue Manual contains no 7-day rule for Letter 2205.
- Variants exist: Letter 2205-A lists the issues being examined, Letter 2205-D is for partnership returns, and Letter 2205-L is used by the IRS's large-business division.
- After the call, expect a confirmation letter with a Form 4564 Information Document Request listing what to have ready for the first meeting.
Letter 2205 at a glance
- What it is
- The IRS's initial contact letter for a field examination. A revenue agent has been assigned to your return and asks you to call to schedule the first appointment. It proposes no tax and is not a bill.
- Why it was sent
- The return was selected for examination. The letter opens the exam; it does not state that anything is wrong. A plain 2205 does not list the issues, a 2205-A does, and the examiner must discuss them on the first call.
- Who receives it
- Businesses and individuals whose returns are assigned to a revenue agent for field examination. Letter 2205-D goes to partnerships; Letter 2205-L is used by the IRS's Large Business & International division for corporate and business returns.
- Tax type involved
- Federal income tax returns — Form 1120, 1120-S, 1065 or a Form 1040 with business schedules — for the years named in the letter. The exam may be expanded to related issues, years or returns.
- Deadline
- The letter sets the date to call; no statute or regulation sets a universal day-count. IRM 4.10.2 tells examiners to allow 14 calendar days from mailing, including mail time, before following up by phone. The 7-day deadline repeated on some sites does not appear in any IRS source we reviewed.
- If it is ignored
- After 14 calendar days the examiner follows up by phone and, if unsuccessful, reissues the letter or sends Letter 2295 by certified mail, which warns that the liability will be changed based on information on hand or a summons may be issued.
What Letter 2205 is
The IRS runs three kinds of examinations: by mail (a correspondence exam, which usually begins with a Letter 566), in an IRS office (an office exam, handled by a tax compliance officer), and in the field (a field exam, handled by a revenue agent). Letter 2205 belongs to the third group. Under IRM 4.10.2, the manual that governs examiners, a revenue agent must open a field examination with a letter asking the taxpayer to call and schedule the initial appointment, and for most returns that letter is a 2205 or 2205-A. The IRS never initiates an audit by telephone; first contact must be by mail.
| Letter | Who sends it | What the manual says |
|---|---|---|
| Letter 2205 | Revenue agent, SB/SE field exam | Initial contact letter that does not list the issues being examined. Examiner allows 14 calendar days to respond, including mailing time. |
| Letter 2205-A | Revenue agent, SB/SE field exam | Same purpose, but the letter lists the issues being examined. Same 14-day allowance. |
| Letter 2205-D | Revenue agent, any partnership return | Initial contact for partnership returns, used for all partnerships whatever the audit regime. Does not list issues. |
| Letter 2205-L | Large Business & International | LB&I initial contact letter for a corporation or other business return, per IRM 4.46.3. |
Why your return was selected
Selection is not an accusation. The IRS selects returns several ways — computer scoring, matching against information returns, related examinations, and random selection among them — and Publication 1, enclosed with the letter, describes those methods. If you ask why your return was picked, the manual instructs the examiner to answer as accurately as possible without revealing restricted information. A field examination does signal one thing: the IRS assigned an in-person examination to the return, with books and records to inspect. The examiner must also tell you the exam may be expanded to other issues or years. For an S corporation, owner compensation may be one of the issues reviewed alongside the income tax return.
How serious it is
A field examination is the most detailed audit the IRS conducts. The examiner will want to understand the business history and accounting system, see how the books tie to the return, and may tour the premises. Nothing has been assessed yet — no tax, penalty or interest is owed because of this letter — and examinations end one of three ways: no change, agreed changes, or disagreed changes with appeal rights. The risk is not the letter. The risk is arriving at the first appointment with records that do not reconcile.
The deadline: what the IRS actually states
Letter 2205 asks you to call by a date printed on the letter. No statute or regulation sets a universal day-count for responding. What the manual states is the examiner's side of the timing: allow the taxpayer 14 calendar days to respond, including mailing time, before initiating phone contact. Some sites claim you must respond within 7 days. No IRS page or IRM section we reviewed says that. The letter controls, and the 14-day allowance is the IRS's internal follow-up trigger, not a forfeiture date. One related rule works in your favor: if you say on the first call that you intend to hire a representative, the manual requires the examiner to allow at least 10 business days to secure one and tells them not to ask substantive questions on that call.
What to gather before you call
Before the first call
- The letter itself: examiner's name, employee ID, phone, the return and years listed, and the date to call by.
- A complete copy of each return named, with every schedule and the workpapers behind it.
- The general ledger, trial balance and bank statements for those years, and confirmation they reconcile to the return.
- For an S corporation: payroll records, Forms W-2 and 941 for the owner, distributions by date, and any reasonable compensation analysis on file.
- Contractor files: Forms W-9, 1099 filings and the basis for treating each worker as a contractor.
- Entity documents: formation papers, bylaws or operating agreement, minutes, and the S election acceptance letter if one applies.
- Your IRS business account transcripts for the years under exam, so you see what the IRS already sees.
- A decision on representation, and a signed Form 2848 if you want a CPA, EA or attorney to speak for you.
What happens next, step by step
From Letter 2205 to the first appointment
- You or your representative call the examiner.IRM 4.10.2.8.2 scripts the call: the examiner gives an employee ID and manager contact, verifies your identity, names the returns and periods under exam, asks whether you will be represented, discusses the issues and possible expansion, asks about your books and accounting software, and schedules the appointment. They must confirm you received Publication 1.
- A confirmation letter arrives with a Form 4564.Letter 3253 (to you) or Letter 3254 (to your representative, with a copy to you) confirms the date. The manual requires a detailed Form 4564 Information Document Request to accompany it, listing everything to have available at the initial interview, with a submission date.
- The initial interview.Under IRM 4.10.3, the examiner verifies receipt of Publication 1, explains the options if the case ends unagreed, and builds an understanding of the business history, operations, accounting system and recordkeeping practices. A tour of the business site typically follows early in the exam.
- Further IDRs and the examination itself.Additional Forms 4564 follow as issues develop. Each must specify the records requested and carry a response date.
- Closing.Publication 556 describes the endings: no change, agreed, or disagreed. If you disagree, you receive the examiner's report and a 30-day letter explaining how to appeal.
Your rights during a field examination
- Representation. The Taxpayer Bill of Rights includes the right to retain an authorized representative. A Form 2848 power of attorney lets a CPA, EA or attorney speak and act for you; a Form 8821 only lets someone receive information. The examiner will schedule with a representative on either form, but only a 2848 holder can represent you.
- Recording. Publication 556 confirms you may make an audio recording of the examination interview if you request it in writing, notify the examiner 10 days in advance, and bring your own equipment.
- Place of examination. Under 26 CFR 301.7605-1(d)(3)(ii), if you represent in writing that holding the exam at your place of business would essentially require the business to close or would unduly disrupt operations, the IRS, after verifying, will move it to an IRS office. Your representative's office in your local commuting area is another accepted location.
- Rescheduling. The examiner may grant one reschedule of the initial appointment for a valid reason; further requests need a manager's approval. Repeated delay invites summons consideration, so ask once, with a reason.
- An explanation. Ask the examiner to identify the issues on the first call, especially if your letter is a plain 2205 that does not list them, and write the answer down.
What a field exam actually tests: the process behind the return
Three different things get tested in a field examination. First, legal requirements — did the business file what the law required, pay what it owed, and deposit payroll taxes when due. Second, substantiation — can the numbers on the return be traced to records the examiner accepts, which is what the IDRs probe. Third, defensibility controls — practices no statute requires, like a written owner-compensation analysis or a monthly bank reconciliation, that make the first two easy to prove. Examiners do not grade you on the third layer. They notice its absence immediately, because a business without those controls produces records that do not tie.
Examples of weaknesses a business field exam can expose include a ledger cleaned up for the return rather than kept through the year; owner draws labeled as loans with no note or repayment; S-corporation distributions with little salary and nothing explaining the split; contractors paid without a W-9 on file; deposits that do not match the payroll deposit schedule; and a business that has never looked at its own IRS account. Each is easier to repair before an examiner sees it. A document that did not exist before an IDR cannot be recreated as contemporaneous evidence afterward. That is why business tax defensibility is built in advance, not argued on the day.
When to involve a CPA, EA or attorney
For a field examination of a business return, consider representation before the first call. A representative holding Form 2848 can take the initial conversation, receive the Form 4564, organize the response and attend the interview, and the manual protects your time to hire one. Consult a tax attorney when the facts raise possible intent, fraud, privilege, or unreported-income concerns; otherwise a CPA or enrolled agent may be appropriate. If you received a Letter 2205-D, the partnership representative designated on the return is who the IRS will deal with; confirm that designation before the Notice of Administrative Proceeding narrows the partnership's options.
Common questions
How do I know Letter 2205 is real and not a scam?
The IRS says it notifies you of an audit by mail and does not initiate one by telephone. A real letter identifies an examiner with an employee ID and a manager, arrives with Publication 1 and Notice 609, and refers to a return you actually filed. If anything feels off, do not call the number on the letter; find your local IRS office through irs.gov and verify the examiner's name and ID there.
Would CompDefend Radar have shown me this examination?
Possibly, for supported modules. When the IRS opens an examination it records an examination indicator on the account for that form and period, and Radar reports examination-related activity on the Forms 1120-S, 941 and 940 modules it monitors. It cannot tell you a Letter 2205 was mailed and cannot name the issues. Partnership accounts (Form 1065) and owner accounts (Form 1040) are not monitored in its current version.
What to gather now
- The letter: examiner name, employee ID, phone, returns and years listed, and the date to call by
- Complete copies of each return named, with workpapers
- General ledger, trial balance and bank statements for those years, reconciled to the return
- Payroll records, W-2s and 941s, distributions and any reasonable compensation analysis (S corporations)
- Contractor W-9s and 1099 filings; entity formation documents and minutes
- IRS business account transcripts for the years under exam
What to do now
- Call the examiner by the date on the letter, or have a Form 2848 representative call
- If you intend to hire a representative, say so on the first call; the manual allows at least 10 business days to secure one
- Ask the examiner to identify the issues and whether the exam may expand; write the answers down
- Keep record production tied to the written Form 4564; use the first call to confirm scope, representation, and scheduling
- Confirm the partnership representative designation now if you received a Letter 2205-D
Before the first call, for any business field examination. A CPA, EA or attorney holding Form 2848 can handle the scheduling call, the IDRs and the interview. Choose an attorney when questions of intent or unreported income could arise.
Where CompDefend fits — and where it does not
What CompDefend does
- Reads supported federal business-account modules (Forms 1120-S, 941 and 940) weekly under a Form 8821 authorization and reports when examination-related activity, new assessments or penalties appear on them.
- Measures the business's defensibility posture free — filings, payroll, contractor reporting, owner compensation and records — and names the weak domains an examiner would probe first.
- Builds a documented reasonable compensation study when S-corporation owner pay is the exposure.
- Explains, in plain language, what the IRS's own procedures say about Letter 2205 so you can act on the letter rather than on folklore.
What CompDefend does not do
- Represent you in the examination. Form 8821 allows reading information only; a Form 2848 to a CPA, EA or attorney is what puts someone in the room for you.
- Tell you that a Letter 2205 was sent or what issues it lists. A transcript examination indicator shows that exam activity exists on a module, not which letter went out or why.
- Monitor partnership accounts (Form 1065, Letter 2205-D) or owner accounts (Form 1040) in Radar's current version.
- Predict whether any return will be examined, or prevent an examination. The Federal Tax Defensibility Index is a measure of support, not an audit probability.
See where your business stands
A field examination tests whether your records support your return. Once this exam is in capable hands, the free assessment shows which domains — payroll, contractors, owner compensation, records, your IRS account — would hold up if the next question arrived, and which need work first.
Primary sources
- IRM 4.10.2 — Examination of Returns, Pre-Contact Responsibilities (initial contact letters, 14-day allowance, no-response procedures)
- IRM 4.46.3 — LB&I Planning the Examination (Letters 2205-L and 2205-D)
- IRM 4.10.3 — Examination Techniques (initial interview, tour of business, Form 4564)
- IRS — BBA partnership audit process (Letter 2205-D and the Notice of Administrative Proceeding)
- IRS — IRS audits: how you are notified, audit types, and outcomes
- IRS Publication 556 — Examination of Returns, Appeal Rights, and Claims for Refund
- IRS — Taxpayer Bill of Rights
- 26 CFR 301.7605-1 — Time and place of examination