Agreement That Corporation Shall Be Taxed As Subchapter S Corporation

AGREEMENT made [date] between [name] and [name].

PREAMBLE

WHEREAS, The parties are the only stockholders of [name of corporation] (Corporation); and

WHEREAS, The parties intend that Corporation shall elect to be taxed as a small business corporation under Subchapter S of the Internal Revenue Code; and

WHEREAS, The parties intend to accomplish this by the provisions of this Agreement;

IT IS AGREED AS FOLLOWS:

1. Consent to Subchapter S Election. The parties consent to the election by Corporation to be taxed as a Subchapter S Corporation.

2. Execution of Necessary Documents. The parties will execute and will cause Corporation to execute all forms, documents, and other instruments necessary to make the election effective and will make timely filing of all the executed forms, documents, and other instruments with the appropriate office of the Internal Revenue Service. The parties will also take any other action that may be required to exercise and perfect Corporation's election.

3. Continuance of Election. The parties agree that after the election is made and perfected they will do nothing, either directly or indirectly, that causes or that might have the effect of causing the termination of the election. Neither of the parties shall transfer or make any other disposition of the party's shares, the effect of which is or may be to terminate the election. The parties will take any action that may be needed to continue the election from year to year or from time to time, and to prevent its termination.

4. Agreement Binding on Third Persons. This Agreement is binding on Stockholders and Corporation, their heirs, legal representatives, successors, and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

[signatures]

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