Utah 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 Date: [Date of the Meeting] Time: [Time of the Meeting] Location: [Location of the Meeting] Present: [Name of Director 1], Chairman of the Board [Name of Director 2] [Name of Director 3] [Name of Director 4] [Name of Director 5] [Name of Secretary] 1. Call to Order: The meeting was called to order by [Name of Director 1], the Chairman of the Board, at [Time of the Meeting]. 2. Roll Call: The Secretary called the roll and verified the presence of the following members of the Board of Directors: [List the names of present directors]. 3. Quorum Established: The Chairman confirmed the presence of a quorum as required by the Corporation's Bylaws. 4. Purpose of the Meeting: The Chairman stated that the purpose of the meeting is to discuss and consider the adoption of a Stock Ownership Plan under Section 1244 of the Internal Revenue Code. 5. Presentation and Discussion: [Name of Director 1] presented a detailed overview of the benefits, implications, and requirements of adopting a Stock Ownership Plan under Section 1244 of the Internal Revenue Code. The directors engaged in a discussion, asking questions and seeking clarifications on various aspects of the proposed plan. 6. Resolution to Adopt Stock Ownership Plan: After extensive deliberation, [Name of Director 2] made a motion to adopt the Stock Ownership Plan under Section 1244 of the Internal Revenue Code. The motion was seconded by [Name of Director 3]. 7. Voting: The Chairman called for a vote on the motion to adopt the Stock Ownership Plan. The vote was taken, and the motion passed unanimously. [Name of Director 1] directed the Secretary to record the results of the vote in the minutes. 8. Adjournment: With no further business to discuss, the Chairman entertained a motion to adjourn the meeting. [Name of Director 4] made a motion to adjourn, [Name of Director 5] seconded the motion, and the motion passed unanimously. The meeting was adjourned at [Time of Adjournment]. I hereby certify that the above minutes are a true and accurate record of the proceedings of the Special Meeting of the Board of Directors of (Name of Corporation) held on [Date of the Meeting]. _________________________ [Name of Secretary] Other Types of Utah Minutes of Special Meeting of the Board of Directors to Adopt Stock Ownership Plan under Section 1244 of the Internal Revenue Code: 1. Amendment of Stock Ownership Plan: A special meeting of the Board of Directors can be called to discuss and consider amendments to the existing Stock Ownership Plan adopted under Section 1244 of the Internal Revenue Code. The minutes for such a meeting would outline the proposed amendments, deliberations, and the final resolution. 2. Termination of Stock Ownership Plan: If the corporation decides to terminate an existing Stock Ownership Plan, a special meeting of the Board of Directors may be convened. The minutes would document the reasons behind the termination, discussions, and the final resolution to terminate the plan. Remember, the content provided is a sample and should be modified to suit the specific needs and requirements of your corporation and the meeting being held.

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: [Date of the Meeting] Time: [Time of the Meeting] Location: [Location of the Meeting] Present: [Name of Director 1], Chairman of the Board [Name of Director 2] [Name of Director 3] [Name of Director 4] [Name of Director 5] [Name of Secretary] 1. Call to Order: The meeting was called to order by [Name of Director 1], the Chairman of the Board, at [Time of the Meeting]. 2. Roll Call: The Secretary called the roll and verified the presence of the following members of the Board of Directors: [List the names of present directors]. 3. Quorum Established: The Chairman confirmed the presence of a quorum as required by the Corporation's Bylaws. 4. Purpose of the Meeting: The Chairman stated that the purpose of the meeting is to discuss and consider the adoption of a Stock Ownership Plan under Section 1244 of the Internal Revenue Code. 5. Presentation and Discussion: [Name of Director 1] presented a detailed overview of the benefits, implications, and requirements of adopting a Stock Ownership Plan under Section 1244 of the Internal Revenue Code. The directors engaged in a discussion, asking questions and seeking clarifications on various aspects of the proposed plan. 6. Resolution to Adopt Stock Ownership Plan: After extensive deliberation, [Name of Director 2] made a motion to adopt the Stock Ownership Plan under Section 1244 of the Internal Revenue Code. The motion was seconded by [Name of Director 3]. 7. Voting: The Chairman called for a vote on the motion to adopt the Stock Ownership Plan. The vote was taken, and the motion passed unanimously. [Name of Director 1] directed the Secretary to record the results of the vote in the minutes. 8. Adjournment: With no further business to discuss, the Chairman entertained a motion to adjourn the meeting. [Name of Director 4] made a motion to adjourn, [Name of Director 5] seconded the motion, and the motion passed unanimously. The meeting was adjourned at [Time of Adjournment]. I hereby certify that the above minutes are a true and accurate record of the proceedings of the Special Meeting of the Board of Directors of (Name of Corporation) held on [Date of the Meeting]. _________________________ [Name of Secretary] Other Types of Utah Minutes of Special Meeting of the Board of Directors to Adopt Stock Ownership Plan under Section 1244 of the Internal Revenue Code: 1. Amendment of Stock Ownership Plan: A special meeting of the Board of Directors can be called to discuss and consider amendments to the existing Stock Ownership Plan adopted under Section 1244 of the Internal Revenue Code. The minutes for such a meeting would outline the proposed amendments, deliberations, and the final resolution. 2. Termination of Stock Ownership Plan: If the corporation decides to terminate an existing Stock Ownership Plan, a special meeting of the Board of Directors may be convened. The minutes would document the reasons behind the termination, discussions, and the final resolution to terminate the plan. Remember, the content provided is a sample and should be modified to suit the specific needs and requirements of your corporation and the meeting being held.