You are on page 1of 2

NOTE: This form should be used when the Corporation elects to be taxed under subchapter S

of the tax code.

A subchapter S corporation is simply a corporation that has elected a special tax status with
the IRS. This tax treatment allows the Corporation's income to be treated like the income of a
partnership or sole proprietorship; the income is "passed-through" to the Shareholders. Thus,
Shareholder's individual tax returns report the income or loss generated by an S corporation.

Any resolution approved by unanimous written consent in lieu of holding a meeting must be
signed by each Director and kept with the Corporation’s records. Otherwise, the text of the
resolution is often included in the minutes of the meeting at which the resolution was



__________________<Company Name>____________________

RESOLVED, that this Corporation elects pursuant to §1362(a) of the Internal Revenue Code to be
treated as an S corporation for income tax purposes;

RESOLVED, that the Officers of this Corporation be, and they hereby are, authorized to obtain
from each Shareholder of this Corporation a consent to the aforesaid election;

RESOLVED, that upon obtaining the necessary consents referred to in the preceding resolution,
the Officers of this Corporation are authorized to take such actions as may be necessary to carry
out the purposes of the foregoing resolutions.

The undersigned, <Secretary’s Name>, certifies that he/she is the duly elected Secretary of this
Corporation, and that the above is a true and correct copy of the resolution that was duly adopted
at a meeting of the Board of Directors, which was held in accordance with State law and the
Bylaws of the Corporation.

Dated: ____________


___________________________, Director

___________________________, Director

___________________________, Director

___________________________, Director