How do I add an officer to an S corp?
What do I need to do to do this? Are there any tax ramifications to doing this? Is there anything that I need to report to the government?
3 attorney answers
The designation of "S Corporation" is a federal tax classification. To properly answer your question, I would need to know what state you are incorporated in and what type of entity you are (corporation, LLC, professional association, etc). However, I can give you some general guidelines.
If you a corporation, you would need to amend your corporate bylaws to provide for the new position. Depending on how your bylaws are amended, you may need a shareholder vote or it may be a Board of Director decision. Once you get that figured out, you need a resolution forming the position and accepting your wife as the person to fill that position voted on by the proper parties (either BOD or shareholders).
If you are an LLC, the procedures are similar but you look to your operating agreement for who has the power to bring in officer. Either it is the members or the manager.
Based on your question, I am assuming that you are the sole shareholder and sole director and that you hold all of the different offices - president, secretary and treasurer. 1701.54 of the Ohio Revised Code allows the board of directors to take such action, appointing an officer, without the need to have a formal meeting - as discussed in the other response. A resolution needs to be prepared to memorialize the election of the new officer. There should not be any tax consequences in adding an additional officer to the company. The election of an officer does not have to be reported to the Ohio Secretary of State. I guess I have one question, why do you think it is necessary to bring your wife on as an officer? This response is not meant to offer legal advice nor create an actual or possible attorney client relationship.
All you need to do is have the Board of Directors of the corporation (probably you in this instance, as sole director), execute a written consent in lieu of a special meeting and appoint your wife as an office. She can be appointed as President, Secretary, Treasurer or as a Vice-President. She can also hold any number of such positions. Under general corporate law, the shareholders elect the Board of Directors (which can be compirsed of one sole director), who then in turn appoint the officers. So acting in your capacity as director, simply appoint your wife to whatever office position you deem appropriate.