Does an S Corporation Have a President?
According to the IRS and S Corporation Association, as of 2007 more than 4.5 million S corporations existed in the United States. This makes the S corporation the most popular organized business form for small business owners. When business owners choose to incorporate, they must decide on a suitable position title. Articles of Incorporation list president, treasurer and secretary but an owner may choose to use a different title for conducting day-to-day business.
An S corporation is a tax treatment status that a corporation elects by filing a formal request with the IRS. A corporation must file Form 2553, Election by a Small Business Corporation, with the IRS to obtain S corporation status. A corporation's president must sign and date the form. Alternatively, another authorized signer including a vice president, treasurer, controller or any other corporate officer may sign and date.
An S corporation begins like all other corporations in the United States, by filing articles of incorporation with the secretary of state in the state in which its principal office is located. When the articles are filed, the filer typically must designate the names of the shareholders, or owners, of the corporation. Most states also require the names of the officers, typically president, treasurer and secretary. The president position is legally imbued with the authority to run the company unless the company has written agreements stating otherwise.
Legally, a corporation consists of shareholders, officers and directors. Shareholders own the corporation and elect the directors. The directors or board of directors represent shareholders' interests in guiding the corporation. Directors elect officers to manage the corporation's daily operations. These positions can be occupied by the same people. If a corporation has one shareholder, that person may be the only director and, in most states, may occupy all three officer positions.
With a single shareholder S corporation, the lone shareholder can call herself president, CEO or another, more preferable title. An S corporation with multiple shareholders may specify titles upon formation. Otherwise, a corporation must specify the titles and the roles and responsibilities of the title in the Shareholder's Agreement, Corporate Bylaws or resolutions. These titles will remain in place even after the corporation elects S corporation status.
Although an S corporation can choose not to use the title ”president,” it must have at least one person who occupies that role. The president has clear authority to sign documents and commit the company to contracts and financial obligations. Many corporations use the term CEO instead of president. You can use a lesser title but still be designated the president in corporate documentation. Some small business owners do this to make their companies appear larger.