Palm Beach Florida 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
• County: Palm Beach
• 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: [Insert Date] Location: [Insert Location] Time: [Insert Time] Present: — [Insert Name], Chairman of the Boar— - [Insert Name], President and CEO — [Insert Name], CF— - [Insert Name], General Counsel — [InserDirectcTototo— - [Insert Name], Director Absent: — [Insert Name], Director (excused) Agenda: 1. Call to Order 2. Approval of Agenda 3. Stock Ownership Plan under Section 1244 of the Internal Revenue Code 4. Discussion and Adoption of Stock Ownership Plan 5. Any Other Business 6. Adjournment Meeting Minutes: 1. Call to Order: The Chairman of the Board called the meeting to order at [Insert Time]. 2. Approval of Agenda: The agenda was reviewed and approved without amendments. 3. Stock Ownership Plan under Section 1244 of the Internal Revenue Code: The President and CEO addressed the Board on the proposed adoption of a Stock Ownership Plan under Section 1244 of the Internal Revenue Code. The plan aims to provide tax benefits and incentivize employees through the issuance of qualified small business corporation stock. The General Counsel presented a detailed explanation of Section 1244 and its requirements. 4. Discussion and Adoption of Stock Ownership Plan: The President and CEO presented the proposed Stock Ownership Plan, outlining the key provisions, eligibility criteria, and potential benefits associated with it. The plan was thoroughly discussed among the Board members, with emphasis on the potential tax advantages and alignment with the corporation's long-term goals. After the discussion, a motion was made by [Insert Name] and seconded by [Insert Name] to adopt the Stock Ownership Plan under Section 1244 of the Internal Revenue Code. The motion carried unanimously. Resolved: The Board of Directors, by unanimous vote, approves the adoption of the Stock Ownership Plan under Section 1244 of the Internal Revenue Code, as presented and discussed during the meeting. 5. Any Other Business: No further business was discussed. 6. Adjournment: There being no further business to discuss, the meeting was adjourned at [Insert Time]. These minutes were taken by [Insert Name] and are hereby certified and approved by the Board of Directors of (Name of Corporation). ____________________________ [Insert Name], Chairman of the Board ____________________________ [Insert Name], Secretary of the Board (Note: The content above is a generic example and may not represent the actual minutes of a specific corporation or the details of the Stock Ownership Plan under Section 1244 of the Internal Revenue Code. The names and details should be appropriately substituted to match the specific corporation and meeting.)

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: [Insert Date] Location: [Insert Location] Time: [Insert Time] Present: — [Insert Name], Chairman of the Boar— - [Insert Name], President and CEO — [Insert Name], CF— - [Insert Name], General Counsel — [InserDirectcTototo— - [Insert Name], Director Absent: — [Insert Name], Director (excused) Agenda: 1. Call to Order 2. Approval of Agenda 3. Stock Ownership Plan under Section 1244 of the Internal Revenue Code 4. Discussion and Adoption of Stock Ownership Plan 5. Any Other Business 6. Adjournment Meeting Minutes: 1. Call to Order: The Chairman of the Board called the meeting to order at [Insert Time]. 2. Approval of Agenda: The agenda was reviewed and approved without amendments. 3. Stock Ownership Plan under Section 1244 of the Internal Revenue Code: The President and CEO addressed the Board on the proposed adoption of a Stock Ownership Plan under Section 1244 of the Internal Revenue Code. The plan aims to provide tax benefits and incentivize employees through the issuance of qualified small business corporation stock. The General Counsel presented a detailed explanation of Section 1244 and its requirements. 4. Discussion and Adoption of Stock Ownership Plan: The President and CEO presented the proposed Stock Ownership Plan, outlining the key provisions, eligibility criteria, and potential benefits associated with it. The plan was thoroughly discussed among the Board members, with emphasis on the potential tax advantages and alignment with the corporation's long-term goals. After the discussion, a motion was made by [Insert Name] and seconded by [Insert Name] to adopt the Stock Ownership Plan under Section 1244 of the Internal Revenue Code. The motion carried unanimously. Resolved: The Board of Directors, by unanimous vote, approves the adoption of the Stock Ownership Plan under Section 1244 of the Internal Revenue Code, as presented and discussed during the meeting. 5. Any Other Business: No further business was discussed. 6. Adjournment: There being no further business to discuss, the meeting was adjourned at [Insert Time]. These minutes were taken by [Insert Name] and are hereby certified and approved by the Board of Directors of (Name of Corporation). ____________________________ [Insert Name], Chairman of the Board ____________________________ [Insert Name], Secretary of the Board (Note: The content above is a generic example and may not represent the actual minutes of a specific corporation or the details of the Stock Ownership Plan under Section 1244 of the Internal Revenue Code. The names and details should be appropriately substituted to match the specific corporation and meeting.)