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 approved. BOARD OF DIRECTORS RESOLUTION APPROVING SUBCHAPTER S ELECTION FOR __________________<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: ____________ ________________________ Secretary ___________________________, Director ___________________________, Director ___________________________, Director ___________________________, Director