Massachusetts 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).

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 Name of Corporation: [Insert Corporation Name] Date: [Insert Date of Meeting] Location: [Insert Location of Meeting] In attendance: — [Insert Name of Director 1— - [Insert Name of Director 2] — [Insert Name of Director 3— - [Insert Name of Director 4] — [Insert Name of Director 5] Meeting agenda: 1. Call to order 2. Roll call and establishment of quorum 3. Approval of the agenda 4. Introduction and overview of Section 1244 of the Internal Revenue Code 5. Discussion of the advantages and benefits of adopting a Stock Ownership Plan 6. Proposal to adopt a Stock Ownership Plan 7. Review of proposed terms and conditions 8. Q&A session to address director's concerns and queries 9. Motion to adopt the Stock Ownership Plan under Section 1244 10. Vote on the adoption of the Stock Ownership Plan 11. Adjournment of the meeting minutes: 1. Call to Order: The special meeting of the Board of Directors of (Name of Corporation) was called to order at [Insert Start Time]. 2. Roll Call and Establishment of Quorum: A roll call was conducted by the secretary, with the following directors present: [Insert Names of Directors Present]. It was determined that a quorum was established, as required by the corporation's bylaws. 3. Approval of the Agenda: The agenda for the meeting was presented and approved without any amendments. 4. Introduction and Overview of Section 1244 of the Internal Revenue Code: The board chairperson provided a detailed introduction and overview of Section 1244 of the Internal Revenue Code, explaining its relevance to the corporation's desired stock ownership plan. 5. Discussion of the Advantages and Benefits of Adopting a Stock Ownership Plan: The directors engaged in a comprehensive discussion on the advantages and benefits that a Stock Ownership Plan under Section 1244 could provide to the corporation and its shareholders. The discussion encompassed tax benefits, employee incentive alignment, and potential impacts on marketability of shares. 6. Proposal to Adopt a Stock Ownership Plan: Following the discussion, a formal proposal to adopt a Stock Ownership Plan under Section 1244 was presented to the board, highlighting the strategic importance and potential positive impacts on the corporation's long-term growth. 7. Review of Proposed Terms and Conditions: The directors reviewed and discussed the proposed terms and conditions of the Stock Ownership Plan, including eligibility criteria, vesting schedule, transferability guidelines, and limitations. 8. Q&A Session: Directors were given an opportunity to seek clarifications and address any concerns or queries they had regarding the adoption of the Stock Ownership Plan. The management and legal representatives of the corporation provided detailed responses. 9. Motion to Adopt the Stock Ownership Plan under Section 1244: A motion was made by [Insert Director Name] and seconded by [Insert Director Name] to formally adopt the Stock Ownership Plan under Section 1244 of the Internal Revenue Code. 10. Vote on the Adoption of the Stock Ownership Plan: A vote was conducted, and all [Insert Number of Directors Present] directors present voted unanimously in favor of adopting the Stock Ownership Plan. 11. Adjournment: With no further business to discuss, the meeting was adjourned at [Insert End Time]. [Insert Name] [Insert Designation/Title] [Insert Corporation Name] Alternative Types of Massachusetts Minutes of Special Meeting of the Board of Directors to Adopt Stock Ownership Plan under Section 1244 of the Internal Revenue Code: 1. Minutes of Special Meeting of the Board of Directors of (Name of Corporation) to Amend/Modify Existing Stock Ownership Plan under Section 1244 of the Internal Revenue Code. 2. Minutes of Special Meeting of the Board of Directors of (Name of Corporation) to Terminate Stock Ownership Plan under Section 1244 of the Internal Revenue Code. 3. Minutes of Special Meeting of the Board of Directors of (Name of Corporation) to Amend/Modify Terms and Conditions of Existing Stock Ownership Plan under Section 1244 of the Internal Revenue Code.