Corporate S Corp Resolution

Corporate S Corp Resolution

The undersigned individuals, being the directors and officers of Corporation Name: , a corporation organized under the laws of State of Incorporation: (the "Corporation"), hereby adopt the following resolutions at a meeting duly called and held on Meeting Date: at Meeting Location: .

RECITALS

WHEREAS, the board of directors has determined that it is advisable and in the best interests of the Corporation and its shareholders that the Corporation elect to be classified as an S corporation under subchapter S of the Internal Revenue Code, effective as of the Effective Date: ; and

WHEREAS, the Corporation is eligible to make such election, including but not limited to (a) being a domestic corporation, (b) having only allowable shareholders, and (c) having no more than the statutory number of shareholders as required by law; and

WHEREAS, the board of directors desires to authorize officers of the Corporation to execute and file, on behalf of the Corporation, all documents, elections, and consents necessary or appropriate to effectuate the election and to take any and all related actions required by law or requested by taxing authorities.

NOW, THEREFORE, BE IT RESOLVED

1. Election of S Corporation Status. The Corporation hereby elects to be classified as an S corporation effective as of Effective Date: . The officers of the Corporation are authorized and directed to prepare, execute, and deliver on behalf of the Corporation any and all documents required to make and effectuate such election, and to take all actions necessary or desirable to cause such election to become effective.

2. Authorization of Officers. The following individuals are designated as authorized officers for purposes of this resolution and are empowered, on behalf of the Corporation, to execute and file any election, consent, statement or other document and to take such further actions as necessary to effectuate the S election: Name and Title: . Each authorized officer may delegate ministerial tasks to employees or agents as appropriate.

3. Representations and Warranties. The Corporation represents and warrants to the best of its knowledge that it satisfies the eligibility requirements for S corporation status, including all shareholder consents and restrictions on classes of stock. The authorized officers are directed to obtain written consents from shareholders where required and to maintain such consents in the corporate records.

4. Filing and Maintenance. Authorized officers shall cause all required filings and notifications to be made with the appropriate taxing authorities and shall retain copies of all filed documents in the corporate minute book. The officers are further authorized to make any adjustments to corporate tax accounting practices required to conform to the election, and to engage tax or legal counsel if necessary.

5. Ratification. All actions previously taken by the officers or directors of the Corporation to effectuate the election are hereby ratified, confirmed, and approved in all respects.

NOTICES

AMENDMENTS AND WAIVER

Any amendment, modification, or waiver of any provision of these resolutions shall be effective only if set forth in a written instrument approved by a majority of the board of directors and, where required by law or the corporate bylaws, by the shareholders.

GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

Governing Law: These resolutions shall be governed by and construed in accordance with the laws of State of Governing Law: , without regard to conflicts of law principles.

Severability: If any provision of these resolutions is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

Entire Agreement: These resolutions constitute the complete and exclusive statement of the board's action with respect to the subject matter herein and supersede all prior resolutions and understandings, whether written or oral, concerning such subject matter.

COUNTERPARTS; CERTIFICATION

Counterparts: These resolutions may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Certification: The undersigned certify that the foregoing is a true and correct copy of resolutions duly adopted by the board of directors of the Corporation on the date first written above, that such resolutions are in full force and effect and have not been amended or revoked, and that the signing officers are authorized to take the actions set forth herein.

CERTIFICATE OF SECRETARY

I, Secretary Name: , Secretary of the Corporation, hereby certify that the foregoing resolutions were duly adopted by the board of directors and that the actions described therein are authorized by the board. I further certify that the following individuals were present at the meeting and that a quorum was present: Directors Present: .

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