Ohio 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). Ohio 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 (Date) Place: (Time): I. Call to Order The meeting was called to order by (Chairman/President) at (Time) at (Location). II. Roll Call The following members of the Board of Directors were present: 1. (Name of Director) 2. (Name of Director) 3. (Name of Director) 4. (Name of Director) 5. (Name of Director) III. Approval of Agenda The agenda for the meeting was circulated and discussed. It was moved by (Name of Director) to approve the agenda. The motion was seconded by (Name of Director) and carried unanimously. IV. Stock Ownership Plan under Section 1244 of the Internal Revenue Code The Chairman introduced the topic of adopting a Stock Ownership Plan under Section 1244 of the Internal Revenue Code. The purpose of this plan is to provide shareholders with certain tax benefits in case of losses incurred by the corporation. The Chairman presented a detailed explanation of Section 1244 of the Internal Revenue Code, highlighting its key provisions and benefits to the corporation and its shareholders. V. Discussion A comprehensive discussion followed, during which the following points were raised and addressed: 1. Understanding Section 1244: The Board members expressed the need for a clear understanding of the requirements and implications of Section 1244. The Chairman provided a detailed explanation, emphasizing the need to meet specific criteria to qualify for the benefits outlined in the code. 2. Advantages and Risks: Various benefits and risks associated with adopting the Stock Ownership Plan were discussed, including the potential tax savings for eligible shareholders and the impact on the corporation's financials. The Board members engaged in an in-depth analysis to evaluate the plan's feasibility and potential risks. 3. Implementation and Communication: The Board discussed the steps required to implement the Stock Ownership Plan successfully. It was emphasized that effective communication and transparency with shareholders would be key to ensure a smooth adoption process. VI. Resolution After thorough discussion, it was moved by (Name of Director) to adopt the Stock Ownership Plan under Section 1244 of the Internal Revenue Code. The motion was seconded by (Name of Director) and carried unanimously. The following resolution was proposed: "Be it resolved, that the Board of Directors of (Name of Corporation) hereby authorizes the adoption of the Stock Ownership Plan under Section 1244 of the Internal Revenue Code, as presented and discussed." VII. Adjournment There being no further business to discuss, the meeting was adjourned at (Time). Prepared by: (Name of Secretary) Secretary Approved by: (Name of Chairman/President) (Title)

Ohio 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 (Date) Place: (Time): I. Call to Order The meeting was called to order by (Chairman/President) at (Time) at (Location). II. Roll Call The following members of the Board of Directors were present: 1. (Name of Director) 2. (Name of Director) 3. (Name of Director) 4. (Name of Director) 5. (Name of Director) III. Approval of Agenda The agenda for the meeting was circulated and discussed. It was moved by (Name of Director) to approve the agenda. The motion was seconded by (Name of Director) and carried unanimously. IV. Stock Ownership Plan under Section 1244 of the Internal Revenue Code The Chairman introduced the topic of adopting a Stock Ownership Plan under Section 1244 of the Internal Revenue Code. The purpose of this plan is to provide shareholders with certain tax benefits in case of losses incurred by the corporation. The Chairman presented a detailed explanation of Section 1244 of the Internal Revenue Code, highlighting its key provisions and benefits to the corporation and its shareholders. V. Discussion A comprehensive discussion followed, during which the following points were raised and addressed: 1. Understanding Section 1244: The Board members expressed the need for a clear understanding of the requirements and implications of Section 1244. The Chairman provided a detailed explanation, emphasizing the need to meet specific criteria to qualify for the benefits outlined in the code. 2. Advantages and Risks: Various benefits and risks associated with adopting the Stock Ownership Plan were discussed, including the potential tax savings for eligible shareholders and the impact on the corporation's financials. The Board members engaged in an in-depth analysis to evaluate the plan's feasibility and potential risks. 3. Implementation and Communication: The Board discussed the steps required to implement the Stock Ownership Plan successfully. It was emphasized that effective communication and transparency with shareholders would be key to ensure a smooth adoption process. VI. Resolution After thorough discussion, it was moved by (Name of Director) to adopt the Stock Ownership Plan under Section 1244 of the Internal Revenue Code. The motion was seconded by (Name of Director) and carried unanimously. The following resolution was proposed: "Be it resolved, that the Board of Directors of (Name of Corporation) hereby authorizes the adoption of the Stock Ownership Plan under Section 1244 of the Internal Revenue Code, as presented and discussed." VII. Adjournment There being no further business to discuss, the meeting was adjourned at (Time). Prepared by: (Name of Secretary) Secretary Approved by: (Name of Chairman/President) (Title)