S Corporation Election Form

S CORPORATION ELECTION FORM

Corporation Name:   Employer Identification Number (EIN):

Principal Address:

State of Incorporation:   Date of Incorporation:

RECITALS

WHEREAS, the corporation identified above (the "Corporation") is a duly organized and validly existing corporation and seeks to elect to be treated as an S corporation for federal income tax purposes for the taxable year specified below; and

WHEREAS, the Corporation's board of directors has determined that it is in the best interests of the Corporation and its shareholders to make a timely election to be treated as an S corporation and the shareholders listed on this form are capable of and agree to give the necessary consents; and

WHEREAS, the Corporation and the undersigned shareholders and representatives desire to set forth in writing their election, representations, consents and procedures with respect to such election;

NOW THEREFORE

In consideration of the mutual covenants and representations contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and the undersigned shareholders hereby agree as follows:

1. ELECTION

The Corporation hereby elects to be classified and taxed as an S corporation effective as of the effective date set forth below. The election is made pursuant to applicable federal tax law. The Corporation instructs its authorized officer to execute and deliver any and all documents necessary or advisable to effectuate and record such election.

Effective Date of Election:

2. REPRESENTATIONS AND WARRANTIES

The Corporation represents and warrants to the shareholders that, as of the date hereof: (a) the Corporation is a domestic corporation; (b) the Corporation has only one class of stock outstanding and will continue to have only one class of stock outstanding as required for S corporation status; (c) all issued and outstanding shares are listed on the share schedule in Section 4 or in attachments; and (d) the Corporation has no ineligible shareholders (including, but not limited to, corporations, partnerships, certain trusts, or nonresident aliens) unless otherwise permitted by law.

3. SHAREHOLDER CONSENT

Each shareholder listed below hereby consents to the Corporation's election to be treated as an S corporation and certifies under penalty of perjury that the representations required under applicable federal tax law are true and correct as of the date of signature.

4. SHAREHOLDER SCHEDULE

Shareholder 1

Number of Shares:   Percentage of Outstanding Shares:   Consent:

Shareholder 2

Number of Shares:   Percentage of Outstanding Shares:   Consent:

Shareholder 3 (optional)

Number of Shares:   Percentage of Outstanding Shares:   Consent:

If additional shareholders exist, attach an addendum listing each shareholder's full legal name, SSN/TIN, address, number of shares and percentage ownership. Additional shareholders attached:

5. FILING; DOCUMENTS; RECORDS

The Corporation's authorized officer shall prepare, execute, and file any required election documents and retain copies of this Election Form, shareholder consents, and supporting records in the corporate minute book. The Corporation agrees to maintain adequate records demonstrating continued eligibility for S corporation status and to notify shareholders promptly if any event occurs that would render the Corporation ineligible.

6. NOTICES

Any notice required or permitted under this Election shall be in writing and addressed to the party's principal address set forth above or such other address as a party designates by notice in accordance with this Section. Notices shall be deemed given when delivered by hand, by confirmed delivery service, or by certified mail, return receipt requested.

Notices to Corporation

Notices to Shareholders

7. AMENDMENT; WAIVER

This Election may be amended or modified only by a writing signed by the Corporation and shareholders holding a majority of the outstanding shares unless a greater percentage is required by law. No waiver of any provision will be effective unless in writing and signed by the party against whom enforcement is sought.

8. GOVERNING LAW

This Election shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

9. ENTIRE AGREEMENT

This Election, together with any attached schedules and consents, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether written or oral, relating to such subject matter.

10. SEVERABILITY

If any provision of this Election is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and the parties shall endeavor in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the greatest extent possible, the original economic intent of the parties.

11. COUNTERPARTS

This Election 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. Signatures transmitted by electronic means shall be acceptable and binding.

12. CERTIFICATION

The undersigned officers and shareholders certify under penalty of perjury that the information contained herein is true, correct and complete, that they are authorized to execute this Election, and that the Corporation and the undersigned shareholders meet all eligibility requirements for the election to be effective as of the date specified herein.

Sign Now