As we are preparing for an IRS audit, we are reviewing the Plan document for our client. One of the required amendments was signed on time. The problem is, I can't find a corporate resolution in my files. The client is searching their files and will hopefully track it down.

This is a corportion. If we can't find the corporate resolution - but have a signed amendment - what impact does not having the corporate resolution have?

Thanks for your help.

Several factors here.

1. What does the plan doc. say about authority to adopt amendments? If the doc. explicitly says "Board of Directors," there's your answer, and you'll have a problem if the IRS raises the issue.

2. If the doc. says simply "the Employer" may amend the plan, is there anything in the corporate governing documents (articles of incorporation, bylaws, another Board resolution) that says, or can be construed to say, that the Board must approve qualified plan amendments? If not, the next line of inquiry would be who actually signed the amendment, and is there anything in the corporate governing documents that would prevent that individual from binding the corporation to the amendment.

IRS has a knee-jerk reaction sometimes to the lack of a Board resolution, but if you can work through the above points and demonstrate that the execution of the amendment by the individual who executed it was sufficient to bind the corporation, you should be ok. The fact that the Board may have approved other amendments, or the original adoption of the plan, is not itself a reason why the Board must be involved in an amendment.

Thanks so much for your help - I really appreciate it.