CCA 201049037: An S corporation's power of attorney must be signed by an officer

Plain-English summary

Chief Counsel Advice addresses who may sign a power of attorney for an S corporation and what evidence may establish signing authority. A corporate officer must sign for the corporation. Stockholder status alone does not authorize a person to act for the corporate entity. The officer who signed Form 1120S may generally be used, and IRC § 6062 makes the return signature prima facie evidence of authorization. Other factual evidence, including a notarized statement, may also establish who the corporate officers are.

Ruling snapshot

• Question: Who may sign an S corporation power of attorney, and what evidence establishes authority?
• Outcome: advice given
• Key authorities: IRC § 6062; Form 1120S.

Full text (IRS public release)

ID: CCA_2010110309121437 Number: 201049037
Release Date: 12/10/2010
Office: ----------
UILC: 6062.00-00

From: -------------------
Sent: Wednesday, November 03, 2010 9:12:20 AM
To: -------------------
Cc:
Subject: RE: Question

For an S corporation the person signing the POA would have to be a corporate officer. Being a stockholder does not give a person authority to act on behalf of the corporate entity. Since a corporate officer must sign the return, you can probably use the officer that actually signed the Form 1120S. Section 6062 provides that the signature on the return is prima facie evidence that the signing person is authorized. You can also use any other factual evidence (including a notarized statement) as to who the corporate officers are.