Delaware 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

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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).
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FAQ

Special meetings of the shareholders may be called for any purpose or purposes, at any time, by the Chief Executive Officer; by the Chief Financial Officer; by the Board or any two or more members thereof; or by one or more shareholders holding not less than 10% of the voting power of all shares of the corporation

Special meeting is a meeting called by shareholders to discuss specific matters stated in the notice of the meeting. It is a meeting of shareholders outside the usual annual general meeting.

How to write corporate minutes: step by stepTaking Meeting Notes.Type Meeting Notes - Type up a full version of the meeting minutes.Circulate a Draft - Follow your corporation's policy about who must review the draft notes.Distribute Minutes to Board - Usually in advance of the next meeting.More items...

Meeting minutes should always include the following information:Date of the meeting.Time and location of the meeting.Results of any voting held.Any updates on the goals of the LLC.Any changes in the LLC structure, management, or otherwise.

: a meeting held for a special and limited purpose specifically : a corporate meeting held occasionally in addition to the annual meeting to conduct only business described in a notice to the shareholders.

Generally, a corporation's directors will call a special meeting of the shareholders when they would like to undertake a particular activity or a special issue that requires shareholder approval. It is often convenient to combine special meetings with annual meetings.

Most special meetings involve director elections, which typically work pursuant to a less-restrictive plurality standard, rather than a majority standard.

Special meetings of the Board for any purpose or purposes may be called at any time by the chairman of the Board, the chief executive officer, the secretary or any two directors. The person(s) authorized to call special meetings of the Board may fix the place and time of the meeting.

How to Write Meeting Minutesthe name of the company, date, and location of the meeting.the type of meeting (annual board of directors meeting, special meeting, and so on.)the names and titles of the person chairing the meeting and the one taking minutes.the names of attendees and the names of those who did not attend.More items...

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Delaware 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