Maryland 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). Maryland 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 In accordance with the Maryland Corporation Law, a special meeting of the Board of Directors of (Name of Corporation) was held on [Date]. The purpose of this meeting was to discuss and formally adopt a Stock Ownership Plan under Section 1244 of the Internal Revenue Code. The Board of Directors convened at [Time] and were present at the meeting: [List of Directors' Names]. Also, present were [List any other individuals present such as the corporate secretary or legal counsel]. The meeting was called to order by the Chairperson, [Name of Chairperson], who verified a quorum was present. The Chairperson outlined the agenda and opened the floor for discussion regarding the adoption of the Stock Ownership Plan. During the course of the meeting, the Board of Directors thoroughly reviewed the provisions and implications of the Stock Ownership Plan as outlined in the proposed document. Pertinent topics, such as tax benefits under Section 1244 of the Internal Revenue Code, were discussed extensively. After careful consideration and evaluation of the proposed Stock Ownership Plan, the Board of Directors unanimously agreed to adopt the plan. The plan is intended to promote employee ownership and incentivize key employees by offering them stock ownership in the corporation. The Stock Ownership Plan includes provisions specifying eligibility criteria, the allocation of shares, vesting periods, restrictions on transferability, and valuation methods for the shares. The plan comprises essential details to ensure compliance with Section 1244 of the Internal Revenue Code and maximize the potential tax benefits for the corporation and its shareholders. Upon adoption of the Stock Ownership Plan, a motion was made by [Director's Name] and seconded by [Director's Name]. A roll call vote was conducted, and all members of the Board of Directors present voted in favor of the adoption, establishing a unanimous decision. It was resolved that the Secretary of the corporation shall ensure that the adopted Stock Ownership Plan is properly recorded and filed in the corporate records. Additionally, the Secretary was directed to provide copies of the minutes of this meeting, along with a certified copy of the adopted Stock Ownership Plan, to all directors and relevant corporate officers. This concludes the Minutes of the Special Meeting wherein the Board of Directors of (Name of Corporation) formally adopted the Stock Ownership Plan under Section 1244 of the Internal Revenue Code. Alternative types of Maryland 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 may include: 1. Maryland Minutes of Special Meeting of the Board of Directors to Amend an Existing Stock Ownership Plan under Section 1244 of the Internal Revenue Code 2. Maryland Minutes of Special Meeting of the Board of Directors to Revoke a Stock Ownership Plan under Section 1244 of the Internal Revenue Code 3. Maryland Minutes of Special Meeting of the Board of Directors to Transfer Stock Ownership Plan under Section 1244 of the Internal Revenue Code.

Maryland 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 In accordance with the Maryland Corporation Law, a special meeting of the Board of Directors of (Name of Corporation) was held on [Date]. The purpose of this meeting was to discuss and formally adopt a Stock Ownership Plan under Section 1244 of the Internal Revenue Code. The Board of Directors convened at [Time] and were present at the meeting: [List of Directors' Names]. Also, present were [List any other individuals present such as the corporate secretary or legal counsel]. The meeting was called to order by the Chairperson, [Name of Chairperson], who verified a quorum was present. The Chairperson outlined the agenda and opened the floor for discussion regarding the adoption of the Stock Ownership Plan. During the course of the meeting, the Board of Directors thoroughly reviewed the provisions and implications of the Stock Ownership Plan as outlined in the proposed document. Pertinent topics, such as tax benefits under Section 1244 of the Internal Revenue Code, were discussed extensively. After careful consideration and evaluation of the proposed Stock Ownership Plan, the Board of Directors unanimously agreed to adopt the plan. The plan is intended to promote employee ownership and incentivize key employees by offering them stock ownership in the corporation. The Stock Ownership Plan includes provisions specifying eligibility criteria, the allocation of shares, vesting periods, restrictions on transferability, and valuation methods for the shares. The plan comprises essential details to ensure compliance with Section 1244 of the Internal Revenue Code and maximize the potential tax benefits for the corporation and its shareholders. Upon adoption of the Stock Ownership Plan, a motion was made by [Director's Name] and seconded by [Director's Name]. A roll call vote was conducted, and all members of the Board of Directors present voted in favor of the adoption, establishing a unanimous decision. It was resolved that the Secretary of the corporation shall ensure that the adopted Stock Ownership Plan is properly recorded and filed in the corporate records. Additionally, the Secretary was directed to provide copies of the minutes of this meeting, along with a certified copy of the adopted Stock Ownership Plan, to all directors and relevant corporate officers. This concludes the Minutes of the Special Meeting wherein the Board of Directors of (Name of Corporation) formally adopted the Stock Ownership Plan under Section 1244 of the Internal Revenue Code. Alternative types of Maryland 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 may include: 1. Maryland Minutes of Special Meeting of the Board of Directors to Amend an Existing Stock Ownership Plan under Section 1244 of the Internal Revenue Code 2. Maryland Minutes of Special Meeting of the Board of Directors to Revoke a Stock Ownership Plan under Section 1244 of the Internal Revenue Code 3. Maryland Minutes of Special Meeting of the Board of Directors to Transfer Stock Ownership Plan under Section 1244 of the Internal Revenue Code.