Section 2. Required Information Regarding the Applicable Shareholders

Provide the information required by the table below with regard to each applicable shareholder. The term “applicable shareholder” means a current or former shareholder of the Corporation who owns or owned stock of the Corporation at any time during the period (i) beginning on the date on which the non-identical governing provision was adopted (on its own or as part of another governing provision), and (ii) ending on the date on which the non-identical governing provision was removed or modified in a manner such that the governing provision complies with the one class of stock requirement. See Rev. Proc. 2022-19, section 3.06(1)(a).

Table of Required Information for Each Applicable Shareholder
(Attach additional pages, if necessary. One page per applicable shareholder is also acceptable.)

Section 3. Required Description of All Relevant Facts Regarding Each Non-Identical Governing Provision

To establish an inadvertent termination or invalidation of the S election of the Corporation, provide a description of all relevant facts regarding why each non-identical governing provision was adopted, how each non-identical governing provision was discovered, and each action taken to correct or remove each non-identical governing provision before any non-identical governing provision is discovered by the Internal Revenue Service (IRS) (within the meaning of § 301.9100-3(b)(1)(i) of the Procedure and Administration Regulations). To demonstrate reasonable cause for relief, this description must include each action taken by the Corporation and each applicable shareholder to establish that the Corporation and each applicable shareholder acted reasonably and in good faith in correcting or removing each non-identical governing provision upon discovery. See Rev. Proc. 2022-19, section 3.06(2)(c)(ii)(B)( 4 ). (Attach additional pages, if necessary.)

October 11, 2022 292 Bulletin No. 2022–41