How a Computer Software Business Hired a Lawyer to Prepare & File a Corporate Resolution in Delaware

Yes. Schedule B is part of Form 1120-S, and the IRS instructions state that an S corporation should complete all Schedule B items that apply to the corporation. Schedule B contains informational questions regarding matters such as ownership, accounting method, business activity, shareholder information, foreign transactions, and certain elections or reporting obligations. That does not necessarily mean every question will require a substantive entry. Some questions may simply be answered “Yes,” “No,” or left inapplicable depending on the corporation’s circumstances. If you are preparing the return yourself and are uncertain whether a particular Schedule B question applies, it is worth having a CPA or tax professional review the return before filing.

I would highly recommend you have an attorney review this issue for you. There are many questions that require resolution prior to knowing whether the board’s action can be amended or revoked, including what your company’s foundational documents say about the powers of the board and the CEO. Further, without reading the resolution, I am not able to determine whether the board resolution simply allows the course of action if determined prudent (in which case, no modification necessary) or if the board is actually mandating the course of action. Regardless, a competent attorney should be able to advise you. I would be happy to assist if you like.