Missouri 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 a Special Meeting of the Board of Directors of (Name of Corporation) to Adopt Stock Ownership Plan under Section 1244 of the Internal Revenue Code Meeting Date: [Date] Meeting Location: [Location] Attendees: 1. [Name of Director 1] 2. [Name of Director 2] 3. [Name of Director 3] 4. [Name of Director 4] 5. [Name of Director 5] Meeting Chair: [Name of Chairperson] Meeting Secretary: [Name of Secretary] Meeting Commencement: The meeting was called to order by the Chairperson at [Meeting Commencement Time]. Stock Ownership Plan under Section 1244 of the Internal Revenue Code: The purpose of this special meeting was to discuss and adopt a Stock Ownership Plan under Section 1244 of the Internal Revenue Code. The Board of Directors recognized the importance of incentivizing and retaining key employees to promote long-term sustainability and success for the corporation. After thorough evaluation and consultation with legal and financial advisors, the following decisions were made: 1. Approval of Stock Ownership Plan: The Board of Directors unanimously approved the adoption of a Stock Ownership Plan under Section 1244 of the Internal Revenue Code. This plan aims to provide key employees with an opportunity to acquire ownership in the corporation, aligning their interests with the long-term success of the company. 2. Plan Details and Features: The Board discussed the key features and components of the Stock Ownership Plan, including: — Eligibility criteria for employees to participate in the plan — Vesting schedule for the granted stock options — Methodology for determining the fair market value of the stock options — Exercise price for the stock option— - Limitations on transferability and disposition of the stock options 3. Ratification of Plan Documentation: The Board authorized the Chairperson and Secretary to finalize and execute all necessary plan documentation, including the Stock Ownership Plan agreement, participant guidelines, and related administrative procedures. These documents will be compliant with the provisions set forth in Section 1244 of the Internal Revenue Code. 4. Communication and Implementation: The Board acknowledged the importance of clear communication regarding the Stock Ownership Plan to all eligible employees. The Chairperson and Secretary were tasked with developing an effective communication strategy, ensuring that employees comprehend the benefits and mechanics of the plan. 5. Compliance and Reporting: The Board recognized the need for ongoing compliance with applicable tax laws, regulations, and reporting requirements associated with the Stock Ownership Plan. The Chairperson and Secretary will collaborate with legal and financial professionals to ensure compliance and timely filing of necessary reports. Meeting Conclusion: There being no further business to discuss, the meeting was adjourned at [Meeting Conclusion Time]. All attendees were given the opportunity to provide any additional comments or concerns related to the Stock Ownership Plan. The next regular meeting of the Board of Directors was scheduled for [Date and Time]. Approved by: [Name of Chairperson] Chairperson [Name of Secretary] Secretary Note: This document represents the Minutes of a Special Meeting of the Board of Directors of (Name of Corporation) to Adopt Stock Ownership Plan under Section 1244 of the Internal Revenue Code. Alternative variations or individualized board resolutions may exist depending on the specific requirements and circumstances of the corporation. Please consult legal professionals for accurate and tailored documentation.

Minutes of a Special Meeting of the Board of Directors of (Name of Corporation) to Adopt Stock Ownership Plan under Section 1244 of the Internal Revenue Code Meeting Date: [Date] Meeting Location: [Location] Attendees: 1. [Name of Director 1] 2. [Name of Director 2] 3. [Name of Director 3] 4. [Name of Director 4] 5. [Name of Director 5] Meeting Chair: [Name of Chairperson] Meeting Secretary: [Name of Secretary] Meeting Commencement: The meeting was called to order by the Chairperson at [Meeting Commencement Time]. Stock Ownership Plan under Section 1244 of the Internal Revenue Code: The purpose of this special meeting was to discuss and adopt a Stock Ownership Plan under Section 1244 of the Internal Revenue Code. The Board of Directors recognized the importance of incentivizing and retaining key employees to promote long-term sustainability and success for the corporation. After thorough evaluation and consultation with legal and financial advisors, the following decisions were made: 1. Approval of Stock Ownership Plan: The Board of Directors unanimously approved the adoption of a Stock Ownership Plan under Section 1244 of the Internal Revenue Code. This plan aims to provide key employees with an opportunity to acquire ownership in the corporation, aligning their interests with the long-term success of the company. 2. Plan Details and Features: The Board discussed the key features and components of the Stock Ownership Plan, including: — Eligibility criteria for employees to participate in the plan — Vesting schedule for the granted stock options — Methodology for determining the fair market value of the stock options — Exercise price for the stock option— - Limitations on transferability and disposition of the stock options 3. Ratification of Plan Documentation: The Board authorized the Chairperson and Secretary to finalize and execute all necessary plan documentation, including the Stock Ownership Plan agreement, participant guidelines, and related administrative procedures. These documents will be compliant with the provisions set forth in Section 1244 of the Internal Revenue Code. 4. Communication and Implementation: The Board acknowledged the importance of clear communication regarding the Stock Ownership Plan to all eligible employees. The Chairperson and Secretary were tasked with developing an effective communication strategy, ensuring that employees comprehend the benefits and mechanics of the plan. 5. Compliance and Reporting: The Board recognized the need for ongoing compliance with applicable tax laws, regulations, and reporting requirements associated with the Stock Ownership Plan. The Chairperson and Secretary will collaborate with legal and financial professionals to ensure compliance and timely filing of necessary reports. Meeting Conclusion: There being no further business to discuss, the meeting was adjourned at [Meeting Conclusion Time]. All attendees were given the opportunity to provide any additional comments or concerns related to the Stock Ownership Plan. The next regular meeting of the Board of Directors was scheduled for [Date and Time]. Approved by: [Name of Chairperson] Chairperson [Name of Secretary] Secretary Note: This document represents the Minutes of a Special Meeting of the Board of Directors of (Name of Corporation) to Adopt Stock Ownership Plan under Section 1244 of the Internal Revenue Code. Alternative variations or individualized board resolutions may exist depending on the specific requirements and circumstances of the corporation. Please consult legal professionals for accurate and tailored documentation.