Shareholders' Consent Statement
(S Corporation Election)

Summary

This is a template for a shareholders' consent statement (S corporation election) that may be used by the shareholders of a corporation to acknowledge their consent to the corporation's election of S Corporation status under the Internal Revenue Code. This template includes practical guidance and drafting notes. Many smaller corporations may qualify as Subchapter S corporations, allowing pass-through/partnership taxation to apply to the S corporation. This template is for use where the shareholders' consent is not given directly on IRS Form 2553 (the S Corporation election form submitted to the IRS). Counsel should note that the template and relevant regulations require unanimous consent from the shareholders for the S Corporation election. For related content, see Corporations, C Corporation versus S Corporation Acquisition: Tax Consequences, and Partnership and Other Pass-Through Entities Taxation.