Georgia Minutes of Special Meeting of the Board of Directors of (Name of Corporation) to Adopt Stock Ownership Plan under Section 1244 of the Internal Revenue Code

• Category: Corporations - Minutes and Resolutions
• State: Multi-State
• Control #: US-1077BG
• Format: Word; Rich Text

Description

Section 1244 of the Internal Revenue Code is the small business stock provision enacted to allow shareholders of domestic small business corporations to deduct a loss on the disposal of such stock as an ordinary loss rather than as a capital loss, which is limited to only $3,000 annually. Normally, stock is treated as a capital asset and if disposed of at a loss, the loss is deducted as a capital loss. The general rule for net capital losses (losses that exceed gains) is that they are subject to an annual deduction limit of only $3,000. Any excess over $3,000 must be carried over to the next year. A loss on Section 1244 stock is deductible as an ordinary loss up to $50,000 ($100,000 on a joint return, even if only one spouse has a Section 1244 loss). Title: Georgia Minutes of Special Meeting of the Board of Directors of [Name of Corporation] to Adopt Stock Ownership Plan under Section 1244 of the Internal Revenue Code Keywords: Georgia, minutes, special meeting, board of directors, adoption, stock ownership plan, Section 1244, Internal Revenue Code, corporation. Description: Introduction: This detailed description provides an overview of the Georgia Minutes of the Special Meeting of the Board of Directors of a corporation (referred to as [Name of Corporation]) aiming to adopt a Stock Ownership Plan under Section 1244 of the Internal Revenue Code. These minutes serve as a formal record of discussions, resolutions, and decisions made during this pivotal meeting. Sections included in the Minutes of Special Meeting: 1. Opening Statement: The meeting's date, time, and location are outlined, along with the individuals present, including the board of directors, officers, and any other relevant participants. An official statement focusing on the purpose of the meeting is included, emphasizing the adoption of a Stock Ownership Plan under Section 1244 of the Internal Revenue Code. 2. Call to Order: A declaration acknowledging that the meeting has been properly called to order, ensuring all necessary criteria have been met, such as quorum requirements, notice provisions, and compliance with the corporation's bylaws. 3. Approval of the Agenda: A motion and vote are recorded to approve the official agenda, setting the order of business for the meeting. 4. Reading and Approval of the Previous Meeting Minutes: The minutes of the previous meeting are read aloud, followed by a motion, discussion, and voting process to ensure accuracy and acceptance by the board. 5. Presentation of Stock Ownership Plan Proposal: A comprehensive presentation is made to the board, explaining the benefits, legal implications, and tax advantages of adopting the Stock Ownership Plan under Section 1244 of the Internal Revenue Code. Detailed information about the plan structure, eligibility requirements, and potential impact on the corporation's equity is provided. 6. Discussion and Questions: Board members engage in an open discussion, raising inquiries, addressing concerns, and seeking clarifications related to the presented Stock Ownership Plan proposal. All significant discussion points, suggestions, and recommendations are meticulously recorded. 7. Motion to Adopt the Stock Ownership Plan: After a thorough deliberation, a board member presents a formal motion to adopt the Stock Ownership Plan. The motion is supported by a second, and a recorded vote takes place. The meeting minutes document the final outcome of this vote, indicating whether the proposal was accepted or rejected. 8. Additional Resolutions: Any additional resolutions related to the adoption of the Stock Ownership Plan, such as modifications to bylaws, amendments to the Articles of Incorporation, or any other matters requiring board approval, are noted. 9. Adjournment: Once all matters on the agenda have been addressed and necessary motions have been made, a motion to adjourn the meeting is presented, voted upon, and documented. 10. Signatures: To validate the minutes, the chairperson, secretary, or any other authorized individual signs the document along with the date of approval. Note: The above description is applicable to the general structure of the Georgia Minutes of Special Meeting of the Board of Directors of [Name of Corporation] to Adopt Stock Ownership Plan under Section 1244 of the Internal Revenue Code, but specific variations may occur depending on individual corporation requirements or state regulations.

Title: Georgia Minutes of Special Meeting of the Board of Directors of [Name of Corporation] to Adopt Stock Ownership Plan under Section 1244 of the Internal Revenue Code Keywords: Georgia, minutes, special meeting, board of directors, adoption, stock ownership plan, Section 1244, Internal Revenue Code, corporation. Description: Introduction: This detailed description provides an overview of the Georgia Minutes of the Special Meeting of the Board of Directors of a corporation (referred to as [Name of Corporation]) aiming to adopt a Stock Ownership Plan under Section 1244 of the Internal Revenue Code. These minutes serve as a formal record of discussions, resolutions, and decisions made during this pivotal meeting. Sections included in the Minutes of Special Meeting: 1. Opening Statement: The meeting's date, time, and location are outlined, along with the individuals present, including the board of directors, officers, and any other relevant participants. An official statement focusing on the purpose of the meeting is included, emphasizing the adoption of a Stock Ownership Plan under Section 1244 of the Internal Revenue Code. 2. Call to Order: A declaration acknowledging that the meeting has been properly called to order, ensuring all necessary criteria have been met, such as quorum requirements, notice provisions, and compliance with the corporation's bylaws. 3. Approval of the Agenda: A motion and vote are recorded to approve the official agenda, setting the order of business for the meeting. 4. Reading and Approval of the Previous Meeting Minutes: The minutes of the previous meeting are read aloud, followed by a motion, discussion, and voting process to ensure accuracy and acceptance by the board. 5. Presentation of Stock Ownership Plan Proposal: A comprehensive presentation is made to the board, explaining the benefits, legal implications, and tax advantages of adopting the Stock Ownership Plan under Section 1244 of the Internal Revenue Code. Detailed information about the plan structure, eligibility requirements, and potential impact on the corporation's equity is provided. 6. Discussion and Questions: Board members engage in an open discussion, raising inquiries, addressing concerns, and seeking clarifications related to the presented Stock Ownership Plan proposal. All significant discussion points, suggestions, and recommendations are meticulously recorded. 7. Motion to Adopt the Stock Ownership Plan: After a thorough deliberation, a board member presents a formal motion to adopt the Stock Ownership Plan. The motion is supported by a second, and a recorded vote takes place. The meeting minutes document the final outcome of this vote, indicating whether the proposal was accepted or rejected. 8. Additional Resolutions: Any additional resolutions related to the adoption of the Stock Ownership Plan, such as modifications to bylaws, amendments to the Articles of Incorporation, or any other matters requiring board approval, are noted. 9. Adjournment: Once all matters on the agenda have been addressed and necessary motions have been made, a motion to adjourn the meeting is presented, voted upon, and documented. 10. Signatures: To validate the minutes, the chairperson, secretary, or any other authorized individual signs the document along with the date of approval. Note: The above description is applicable to the general structure of the Georgia Minutes of Special Meeting of the Board of Directors of [Name of Corporation] to Adopt Stock Ownership Plan under Section 1244 of the Internal Revenue Code, but specific variations may occur depending on individual corporation requirements or state regulations.