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_______________________________ _____________________________________ Being all of the shareholders of this corporation. Resolution of Shareholders Regarding S-corporation Status 2 ___ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________ ____________________________________ ____________________________________ ____________________________________ _____________________________________ ________________________________________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ __________________________________________________________ _____________________________________ Resolution of Shareholders Regarding S-corporation Status 1 Signature of Shareholder Printed Name of Shareholder ______ture of Shareholder Printed Name of Shareholder ____________________________________ ____________________________________ ____________________________________ _____________________________________ d: ____________, 20 ___ Corporate Seal _____________________________________ Signature of Secretary of Corporation _____________________________________ Printed Name of Secretary of Corporation Signag of the shareholders that was held in accordance with state law and the bylaws of the corporation on ____________, 20 ___. I further certify that such resolution is now in full force and effect. Dategned, ____________________, certifies that he or 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 meetinS-corporation under the provisions of Internal Revenue Code Section 1362. The officers of this corporation are hereby authorized to perform all necessary acts to carry out this resolution. The undersicorporation elect to be treated as an S-corporation under the provisions of Internal Revenue Code Section 1362. Therefore, it is unanimously RESOLVED, that this corporation elects to be treated as an ______. All of the shareholders of this corporation were present, in person or by proxy. At the meeting it was decided, by unanimous vote, that it is in the best interests of the corporation that the tus A special meeting of the shareholders of this corporation was duly called and held on ____________________, 20 ___, at _____ o'clock ___. m., at the offices of the corporation located at _______________ Printed Name of Secretary of Corporation Minutes of Special Shareholders Meeting Regarding S-corporation Status 2 Resolution of Shareholders of __________________ Regarding S-Corporation Staotion made and carried the meeting was adjourned. Dated: ____________, 20 ___ Corporate Seal _____________________________________ Signature of Secretary of Corporation _______________________________s to be treated and taxed as an S-corporation under Internal Revenue Section 1362. 6. The president declared that this shareholders resolution was duly adopted. There being no further business, upon mode Section 1362. 5. Upon motion made and carried, the following resolution was approved unanimously by the holders of all outstanding shares of this corporation: RESOLVED that: This corporation electthen elected chairperson of this meeting. 4. The following business was then discussed: The benefits and advantages of the shareholders electing to obtain S-corporation status under Internal Revenue Cylaws. Upon motion made and carried, the secretary was ordered to attach the appropriate Affidavit of Mailing of Notice or Waiver of Notice to the minutes of this meeting. 3. ____________________ was _________________ ________________________ ________________________ 2. The secretary reported that notice of the meeting had been properly given or waived by each shareholder in accordance with the b____________________ _______________________________________________ _______________________________________________ ________________________ ________________________ ________________________ _______areholder Number of Shares _______________________________________________ _______________________________________________ _______________________________________________ ___________________________________ ________________________ ________________________ The following shareholders were represented by proxy: Minutes of Special Shareholders Meeting Regarding S-corporation Status 1 Name of Sh___________ _______________________________________________ _______________________________________________ ________________________ ________________________ ________________________ ________________r Number of Shares _______________________________________________ _______________________________________________ _______________________________________________ ____________________________________er. The president determined that a quorum was present, either in person or by proxy, and that the meeting could conduct business. The following shareholders were present in person: Name of Shareholde__________________________________________________________ ______________________________________________________________________________ 1. The president of this corporation called the meeting to ord___, Secretary Other than shareholders of this corporation, the following persons were also present: ______________________________________________________________________________ ___________________________________, President _________________________________________________, Vice-President _________________________________________________, Treasurer ______________________________________________s of this corporation was held on ____________________, 20 ___, at _____ o'clock ___. m., at the offices of the corporation located at _______________. Present were: ________________________________________________________________________ ______________________________________ Minutes of Special Shareholders Meeting of __________ Regarding S-Corporation Status A special meeting of the shareholder____ ______________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________ ___________ _____________________________________ _____________________________________ _____________________________________ ______________________________________ _______________________________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ ______________________________, 20 ___, at _____ o'clock ___. m., at the offices of the corporation located at _______________. Dated: ____________, 20 ___ Printed Name of Shareholder Signature of Shareholder ________________Corporation Status We, the undersigned shareholders of this corporation, waive any required notice and consent to the holding of the special meeting of the shareholders of this corporation on ________ary Public, In and for the County of __________ State of __________ My commission expires: ____________ Notary Seal Waiver of Notice of Special Shareholders Meeting of __________________ Regarding S-rporation _____________________________________ Printed Name of Secretary of Corporation Subscribed and sworn to before me on ____________, 20 ___. ____________________ Signature of Notary Public Notation. The list of names and addresses of the shareholders is attached to this affidavit. Dated: ____________, 20 ___ Corporate Seal _____________________________________ Signature of Secretary of Co______________, in the State of ____________. The copies were correctly addressed to all shareholders of this corporation as of ____________, 20 ___, as shown in the Stock Transfer Book of this corpor of ____________. On ____________, 20 ___, I personally deposited stamped and sealed copies of the Notice of Special Shareholders Meeting of this corporation in a post-office box in the City of ______y of ____________________ Being duly sworn, ____________________________________________________ states: I am the secretary of ____________________, a corporation organized under the laws of the State_______ Printed Name of Secretary of Corporation Affidavit of Mailing of Notice of Special Shareholders Meeting of _______________ Regarding S-Corporation Status State of ______________________ Count____________, 20 ___, until ____________, 20 ___. Dated: ____________, 20 ___ Corporate Seal _____________________________________ Signature of Secretary of Corporation ______________________________ this meeting is to discuss the election of S-corporation status for the corporation, under Internal Revenue Code Section 1362. The Stock Transfer Book of this corporation will remain closed from ____oration, an official special meeting of the shareholders will be held at _____ o'clock ___. m., on _______________, 20 ___, at the offices of the corporation located at _______________. The purpose ofrm 2553: Election by a Small Business Corporation ? ? ? ? Notice of Special Shareholders Meeting of __________________ Regarding S-Corporation Status TO: In accordance with the bylaws of this corpers meeting should be held at which all shareholders of the corporation consent to the election by the corporation to be treated as an S-corporation The secretary of the corporation should file IRS Fothe corporation should complete IRS Form 2553: Election by a Small Business Corporation All shareholders of record must sign IRS Form 2553: Election by a Small Business Corporation A special shareholdshould be provided to all shareholders of record A shareholders resolution consenting to the election to be treated as an S-corporation should be signed by all shareholders of record The secretary of t five years All shareholders must consent to the election to be treated as an S-corporation Notice of a special shareholders meeting for the purpose of consenting to the election as an S-corporation lass of stock issued and outstanding Determine that the corporation is already incorporated in the U.S or in one of its possessions Determine that the corporation hasn't had "S" status within the pasion Checklist ? ? ? ? ? ? ? ? Determine that the corporation has fewer than 75 shareholders Determine that all shareholders are natural persons or estates Determine that the corporation has only one ced in this kit. This form and all other IRS forms can easily be downloaded from the IRS website: http://www.irs.gov/formspubs/index.html Notes and Requirements for S-corporation Status 2 S-Corporatklist below. Following the checklist are the forms required to complete the election of S-corporation status. Please note that the IRS Form 2553: Election by a Small Business Corporation is not includlected. It may be prudent to obtain the advice of a competent accountant prior to making the election, however. The actual steps in electing S-corporation status are detailed in the S-corporation Checorm 2553: Election by a Small Business Corporation with the IRS. Notes and Requirements for S-corporation Status 1 If your corporation meets all of these requirements, S-corporation status may be eration within the previous five years. This restriction prevents abrupt shifting from one type of corporation to another in order to obtain the maximum tax benefits. 6. The corporation must file IRS Fin one of its possessions. Financial institutions, foreign corporations, and certain other very specialized corporations are not eligible. 5. The corporation must not have been qualified as an S-corpores are issued. Different voting rights within a class of stock (ie., voting and non-voting) do not disqualify the corporation. 4. The corporation must already be incorporated in the United States or esident of the United States. 3. The corporation must only have one class of stock that is issued and outstanding. The corporation may have other classes of stock that are authorized, providing no shareholders must be a natural person (a human being) or the estate of a natural person. Corporations and partnerships may not hold shares in the corporation. Each shareholder must also be a citizen or r treatment: 1. The corporation must have no more than 75 shareholders. (Wives and husbands, even if they own stock separately, are considered as only one shareholder.) 2. Each of the corporation's shae are certain basic requirements for qualifying a corporation for S-corporation status. Every requirement must be met before the IRS will recognize S-corporation status and allow for the different tax S-corporation falls to the individuals who own shares in the corporation. This also allows for each individual shareholder to personally deduct their share of any corporate losses. Requirements Therner as partnerships, or even sole proprietorships. The Scorporation does not pay a corporate tax and files a different type of tax form than does a standard corporation. Taxation of the profits of theer hand, are taxed similarly to partnerships. They act merely as a conduit for passing the income and deductions of the corporation directly through to the individual shareholders in much the same man the shareholders then pay an additional personal income tax on the dividends. The amount distributed to the shareholders as dividends is not a deduction for the corporation. Scorporations, on the othation For standard corporations, the corporation pays a federal and, perhaps, state corporate tax on the business profits. If the after-tax profit is then distributed to the shareholders as dividends,uding negligence or otherwise) arising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Notes and Requirements for S-Corporation Status Taxrocurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (incl or ii) the providers, authors or publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, p suitability or completeness for any of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates,these materials is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability,areholders Regarding S-corporation Status Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of ng Regarding Scorporation Status Waiver of Notice of Special Shareholders Meeting Regarding S-corporation Status Minutes of Special Shareholders Meeting Regarding S-corporation Status Resolution of Shements for S-corporation Status S-corporation Checklist Sample Notice of Special Shareholders Meeting Regarding S-corporation Status Sample Affidavit of Mailing of Notice of Special Shareholders Meetiin your state.) The only reason for becoming an S-corporation is to obtain a different method of taxation than other corporations. Included in this kit is the following: · · · · · · · Notes and Requirstates recognize S-corporation status for state income taxation purposes; some states do not (please see your Secretary of State's website to determine how S-Corporations are treated for tax purposes oration status. An S-corporation is a type of corporation that is recognized by the U.S. Internal Revenue Service and is treated differently than other corporations in terms of federal taxation. Some Information S-Corporation Status - Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools and guidelines for qualifying your corporation for S-corp