Form 2553 shareholder consent: who must sign
Reviewed by the Nexus by State research team against IRS forms, instructions and the Internal Revenue Code (sources below).
Every shareholder required to consent signs and dates column K of Form 2553 or a separate consent statement. Which shareholders that is depends on whether you file before or after the effective date.
Who must consent
- Filed before the effective date: only shareholders who own stock on the day the election is made.
- Filed on or after the effective date: all shareholders and former shareholders who owned stock at any time from the effective date to the day the election is made. Former shareholders enter -0- shares in column L.
Special cases
- Community property: if spouses have a community interest in the stock or its income, both consent.
- Tenants in common, joint tenants and tenants by the entirety: each one consents.
- A minor: the minor, the minor’s legal representative, or a natural or adoptive parent if no legal representative has been appointed.
- An estate: the executor or administrator.
- An electing small business trust (ESBT): the trustee and, if a grantor trust, the deemed owner.
- A qualified subchapter S trust (QSST): the deemed owner of the trust.
- Any other trust: the person treated as the shareholder under section 1361(c)(2)(B).
- Stock held by a nominee, guardian, custodian or agent: list the person for whom it is held.
- A disregarded single-member LLC: list its owner, who must be an eligible shareholder.
What the consent says
The column K declaration is made under penalties of perjury, and the consent is binding: it may not be withdrawn after the corporation has made a valid election. For a late election, each shareholder also declares that they reported their income on all affected returns consistently with the S election for the year it should have been filed and every later year; this is the shareholder statement Rev. Proc. 2013-30 requires.
More than seven shareholders
Page 2 has seven rows. Use additional copies of page 2 or attach a continuation sheet or separate consent statement that shows the corporation’s name, address and EIN and the information in columns J through N.
A missing consent
An election made after the start of the year with a missing consent from someone who held stock earlier in the year is treated as made for the following year (IRC §1362(b)(2)). If the election was timely but a shareholder did not timely consent, the instructions point to Regulations section 1.1362-6(b)(3)(iii); for a community property spouse, to Rev. Proc. 2004-35.