Do I need to file with the IRS?

In many cases you must provide a statement or other IRS-required notification to effect revocation for a given tax year; consult your tax advisor for the exact submission method and timing.

Is shareholder unanimity required?

Required consent depends on corporate bylaws and applicable tax rules; document the vote or written consents and confirm threshold percentages before finalizing the resolution.

Does the resolution itself need notarization?

Notarization is usually not required for corporate resolutions, but state or third-party requirements may call for notarized signatures or RON; verify with the Secretary of State or counterparties.

How should I store the executed copy?

Store a signed PDF/A in the corporate records system, retain the paper copy in the minute book if used, and keep backups for the retention periods applicable to tax and industry regulations.

Can I use an electronic signature?

Yes; electronic signatures meeting ESIGN and UETA standards are generally valid, provided intent, consent, attribution, and retention requirements are met for the transaction.

What if the termination is contested later?

Maintain detailed minutes, signed consents, and the executed resolution; accurate documentation and audit trails are the primary defenses in shareholder disputes and tax examinations.

Electronic Signature
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Resolution to Terminate S Corporation Status

Resolution to Terminate S Corporation Status

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

What this Resolution Does and when it’s used

A Resolution to Terminate S Corporation Status is a formal corporate action, adopted by the board and shareholders, that documents the company’s decision to end its S corporation election for federal tax purposes. The resolution records the effective date, the shareholder consent or vote, and authorizes officers to notify tax authorities and update corporate records. It may also trigger state filing or amendment requirements depending on jurisdiction. Use this document to create a clear, auditable record that supports tax reporting, corporate minutes, and any subsequent filings or notifications required by state or federal authorities.

Why adopting a formal resolution matters

A written resolution creates an auditable record of shareholder approval and the specified effective date, which helps avoid confusion with tax authorities and among owners.

Who typically prepares and approves this resolution

After adoption, the resolution should be signed, dated, and retained in the corporate minute book and provided to tax or state filing processes as applicable.

Board of Directors: Adopts the resolution and documents corporate approval in meeting minutes.
Shareholders: Provide the consent or vote required under the corporation’s bylaws and federal tax rules.
Corporate Secretary: Records the resolution, updates minute books, and arranges necessary filings or notices.

Core elements to include in a professional resolution

A complete resolution is concise but specific: identify the corporation, state the decision, set an effective date, record the vote or consent, authorize responsible officers, and reference minute book entries.

Corporate Identity

Full legal name and EIN of the corporation, including state of incorporation and principal business address to avoid identification errors.

Recitals

Brief background statements explaining the reason for terminating S status and any tax or business considerations that led to the decision.

Resolution Text

Clear operative language stating the shareholders’ decision to revoke or terminate the S election and naming the effective date.

Shareholder Consent

Record of the vote or written consents, including percentages voting for and against, to show compliance with bylaws and tax rules.

Officer Authorization

Express authorization for named officers to notify the IRS, amend corporate filings, and take all necessary administrative actions.

Recordkeeping Reference

Reference to the meeting minutes or written consents where the action was approved and instructions for retaining the executed resolution.

Step-by-step: completing and executing the resolution

Follow these steps in order to produce an enforceable corporate record and complete necessary follow-up actions with tax and state authorities.

01

Draft Resolution: Prepare text stating revocation and effective date.
02

Obtain Approval: Hold board meeting or collect written shareholder consents.
03

Execute Document: Have authorized officers sign and date the resolution.
04

Notify and File: Make required notifications and retain executed documents in records.

Where the signed resolution fits into administrative workflow

The resolution is an internal governance record that also triggers external notifications and potential filings; route it to legal, tax, and records teams.

Corporate Records: Place the executed resolution in the minute book immediately.
Tax Notification: Prepare any IRS statement or attachment required by the revocation rules.
State Filings: Amend articles or other state filings if the jurisdiction requires updates.
Stakeholder Notice: Distribute copies to shareholders, accountants, and counsel for tax planning.

Typical digital workflow settings for e-completion and routing

Configure signature fields, authentication, and storage before sending to ensure compliant execution and reliable record retention.

Field	Configuration
Signature Fields	Place signature, title, and date fields for each signer; require all fields.
Authentication	Use email verification or SMS code; consider stronger options for high-risk transactions.
Notarization	Enable RON workflow if notarization is required by state law or company policy.
Storage	Save completed PDF/A copy in the corporate document management system.

Technical considerations for digital signing and storage

Ensure the chosen platform provides tamper-evident signed PDFs, long-term storage options, and export to your records system.

Integrations: Connect to systems like NetSuite or Google Workspace for storage and workflow.
File Formats: Support for PDF and DOCX ensures editable drafting and final archival copies.
Authentication: Options for email, SMS, or advanced signer verification should be available.

Timing considerations and effective date planning

Timing affects which tax year the termination applies to and whether state filings must be submitted; document and communicate the effective date clearly.

Effective Date Choice:

Specify MM/DD/YYYY so tax preparers can determine the correct reporting period.

Shareholder Notification:

Notify shareholders promptly after approval to preserve consent records.

IRS Disclosure Timing:

File any required IRS statement or notice in time for tax filings in the affected year.

State Amendment Deadlines:

Check state filing windows if articles must be amended to reflect tax classification change.

Record Retention Start:

Retention timelines begin on the effective date or the date the action was approved.

Key milestones after adopting the resolution

Track these sequential milestones to complete administrative, tax, and recordkeeping tasks following termination.

01

Adoption

Document board/shareholder approval and enter minutes with vote details.

02

Execution

Obtain officer signatures and date the executed resolution.

03

IRS Notification

Prepare and deliver any required IRS statement or attachment for the applicable tax year.

04

State Updates

File amendments or state forms if jurisdictional rules require amendment to corporate filings.

Common pitfalls that delay or invalidate a termination

Failing to document shareholder consent clearly, leaving ambiguity about whether the required vote threshold was met.
Using an unclear or incorrect effective date that causes tax reporting to apply to the wrong tax year.
Neglecting to check state filing or amendment requirements, which can create mismatches in corporate records.
Omitting authorization for officers to submit notices or failing to provide signed copies to tax advisors.

Security and compliance features to track when using digital tools

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Audit Trail: Timestamped signature events and IP logs

Access Controls: Role-based permissions for document access

BAA Availability: Business Associate Agreement where HIPAA applies

Standards: SOC 2 Type II and ISO 27001 certification

ESIGN/UETA: Legal framework compliance for e-signatures

Consequences of incorrect or incomplete termination steps

Tax Misreporting: Incorrect tax treatment and potential adjustments

Filing Delays: Late notifications can affect tax year applicability

Shareholder Disputes: Disagreements over consent or vote records

State Noncompliance: Failure to amend state records where required

Reinstatement Issues: Difficulty reversing or correcting the termination

Penalties: Potential fines or adjustments from tax authorities

eSignature vendor pricing comparison for signing this resolution

Comparing common vendor pricing and compliance features can help you choose a platform that supports secure signing, audit trails, and any required regulatory controls.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	No free trial	No free trial	Yes, limited	Yes, limited
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Who normally signs and who should be copied

Board Chair

The board chair or president often signs to confirm the board’s action; include a 2–3 sentence role description and note that this signature authorizes officers to act on the resolution.

Corporate Secretary

The corporate secretary typically certifies the resolution and records minute book details; the secretary’s certification supports the authenticity of the corporate record.

Frequently asked questions about terminating S status

Answers to common questions about execution, timing, and post-termination steps that often arise during preparation or audit reviews.

Need help? Contact support

Do I need to file with the IRS?
In many cases you must provide a statement or other IRS-required notification to effect revocation for a given tax year; consult your tax advisor for the exact submission method and timing.
Is shareholder unanimity required?
Required consent depends on corporate bylaws and applicable tax rules; document the vote or written consents and confirm threshold percentages before finalizing the resolution.
Does the resolution itself need notarization?
Notarization is usually not required for corporate resolutions, but state or third-party requirements may call for notarized signatures or RON; verify with the Secretary of State or counterparties.
How should I store the executed copy?
Store a signed PDF/A in the corporate records system, retain the paper copy in the minute book if used, and keep backups for the retention periods applicable to tax and industry regulations.
Can I use an electronic signature?
Yes; electronic signatures meeting ESIGN and UETA standards are generally valid, provided intent, consent, attribution, and retention requirements are met for the transaction.
What if the termination is contested later?
Maintain detailed minutes, signed consents, and the executed resolution; accurate documentation and audit trails are the primary defenses in shareholder disputes and tax examinations.

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