Mississippi 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: Mississippi 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 Introduction: In accordance with the requirements set forth in the Internal Revenue Code, specifically Section 1244, this document serves as the detailed description of the minutes of a special meeting held by the Board of Directors of (Name of Corporation) to adopt a Stock Ownership Plan. This plan aims to provide certain tax benefits and incentives to shareholders who invest in qualifying small businesses under Section 1244. I. Attendees: The meeting was called to order by the (Title of the person presiding over the meeting), (Name of Corporation)'s (Title of the presiding person) at (Time) on (Date) at (Location). The following individuals were present: 1. (Name of Attendee 1) — (Title) 2. (Name of Attendee 2) – (Title) 3. (Name of Attendee 3— – (Title) II. Call to Order: The (Title of the person presiding over the meeting) called the meeting to order and established that a quorum was present, fulfilling the requirements for decision-making purposes. III. Purpose of the Meeting: The meeting was held primarily to discuss and consider the adoption of a Stock Ownership Plan under Section 1244 of the Internal Revenue Code. The Board of Directors sought to implement this plan to encourage investment in the corporation and enable shareholders to benefit from potential tax deductions in case of losses on their investment. IV. Presentation and Discussion: A thorough presentation was given on the contents of the Stock Ownership Plan, ensuring that all Board members had a comprehensive understanding of the plan's provisions. Topics covered included the eligibility criteria for shareholders to participate, potential tax benefits, voting rights, restrictions on transfers, and any other pertinent provisions required under Section 1244. Board members actively engaged in a comprehensive discussion, seeking clarifications on legal and tax implications, potential risks, and compliance requirements related to the implementation of the Stock Ownership Plan. V. Resolution and Adoption: After due consideration, and in recognition of the potential benefits, it was moved by (Name of Attendee 1) and seconded by (Name of Attendee 2) to adopt the Stock Ownership Plan as presented. The resolution was put to a vote, and the following action was taken: Resolution: The Board of Directors unanimously adopted the Stock Ownership Plan, subject to any necessary adjustments, amendments, or documentation required by legal and tax professionals. VI. Adjournment: With no further business to discuss, the (Title of the person presiding over the meeting) adjourned the meeting at (Time). Types of Mississippi 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: 1. Initial Stock Ownership Plan Adoption: This type of minute would cover the first adoption of the Stock Ownership Plan by the Board of Directors. 2. Annual Review and Amendments: This minute would focus on the annual review and any necessary amendments to the existing Stock Ownership Plan, ensuring compliance with ongoing changes to the Internal Revenue Code. 3. Special Modification: This type of minute would document any extraordinary modifications or adjustments made to the Stock Ownership Plan due to specific circumstances or regulatory changes. Keywords: Mississippi, minutes, special meeting, Board of Directors, adopt, Stock Ownership Plan, Section 1244, Internal Revenue Code, tax benefits, small businesses, shareholders, investment, tax deductions, presentation, discussion, resolution, adoption, adjournment, types.