North Carolina 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: North Carolina 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 Keywords: North Carolina, minutes of special meeting, board of directors, corporation, stock ownership plan, Section 1244, Internal Revenue Code Introduction: The North Carolina 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 serve as a crucial record documenting the proceedings and decisions made during a specific meeting of the board of directors. This article aims to provide a detailed description of what these minutes entail and their importance to the corporation. Types of North Carolina Minutes of Special Meeting of the Board of Directors to Adopt Stock Ownership Plan under Section 1244 of the Internal Revenue Code: 1. Regular Meeting Minutes: These minutes summarize the discussions and resolutions taken during a routine board meeting where the adoption or modification of the stock ownership plan under Section 1244 of the Internal Revenue Code is officially addressed. 2. Annual Meeting Minutes: In cases where the stock ownership plan under Section 1244 of the Internal Revenue Code is to be discussed and potentially adopted or amended during the corporation's annual board meeting, these minutes provide detailed documentation of the meeting's proceedings concerning the plan. 3. Extraordinary Meeting Minutes: When there is a need for an urgent meeting exclusively focused on the adoption or modification of the stock ownership plan under Section 1244 of the Internal Revenue Code, these minutes capture the specific deliberations and actions taken by the board of directors. Content of North Carolina Minutes of Special Meeting of the Board of Directors: 1. Opening Statement: The minutes begin with the essential details, including the name of the corporation, date, time, and location of the meeting. It also states the purpose — adopting or amending the stock ownership plan under Section 1244 of the Internal Revenue Code. 2. Attendance and Quorum: The individuals present at the meeting, including directors, officers, and any authorized participants, are listed. Confirmation of a quorum, ensuring the presence of the required minimum number of directors for the meeting's proceedings, is also documented. 3. Approval of Agenda: The agenda, outlining the topics to be discussed during the meeting, must be formally accepted by the board members. The approval process is recorded in the minutes. 4. Presentation and Discussion of Stock Ownership Plan: The proposed or existing stock ownership plan under Section 1244 of the Internal Revenue Code is presented to the board. Detailed explanations, analysis, and discussions regarding the plan's provisions, benefits, and potential impacts are documented. 5. Q&A and Clarifications: Any questions, concerns, or clarifications raised by board members regarding the stock ownership plan are recorded, along with the responses provided by the presenter or subject-matter experts in attendance. 6. Board Resolution and Voting: The board discusses and votes on the adoption or amendment of the stock ownership plan. Each resolution or motion made by the directors is precisely recorded, including the names of those who proposed and seconded the motion. 7. Approval and Ratification: After all necessary deliberation and voting, the minutes record the board's decision, whether the stock ownership plan under Section 1244 of the Internal Revenue Code is approved, amended, or rejected. A description of any further actions or processes required for implementation is also mentioned. 8. Adjournment: The conclusion of the meeting is documented, specifying the time of adjournment and any other notable remarks made by the board members or the chairperson. 9. Signature and Certification: The minutes are signed by the chairperson or the secretary, certifying their accuracy. These signed minutes are essential for legal and historical purposes, ensuring the validity and authenticity of the documented resolutions and decisions. Conclusion: North Carolina 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 provide a comprehensive record of discussions, resolutions, and decisions made by the board regarding the implementation or alteration of the stock ownership plan. These minutes serve as vital evidence of corporate governance and compliance with relevant laws, contributing to the transparency and accountability of the corporation's actions in relation to IRS regulations.