South Dakota 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: South Dakota Minutes of Special Meeting of the Board of Directors to Adopt Stock Ownership Plan under Section 1244 of the Internal Revenue Code Keywords: South Dakota, minutes of special meeting, board of directors, stock ownership plan, Section 1244, Internal Revenue Code Introduction: In compliance with the Internal Revenue Code's Section 1244 provisions, the board of directors of (Name of Corporation) convened a special meeting in South Dakota to discuss and approve the adoption of a stock ownership plan. The purpose of this meeting was to formulate a strategy that would enable the corporation to potentially take advantage of tax benefits offered under Section 1244. Below is a detailed description of the minutes of the meeting. Minutes of Special Meeting of the Board of Directors: Date: [Insert Date of the Meeting] Location: [Insert Location, South Dakota] 1. Call to Order: The meeting was called to order by the (Position/Title) of the board of directors at [Insert Time]. 2. Roll Call: (A list of the board of directors' names and positions/titles) were present during the meeting. A quorum was in attendance. 3. Agenda Items: The following agenda items were discussed and addressed during the meeting: a. Stock Ownership Plan Presentation: — Detailed presentation regarding the structure, objectives, and benefits of a stock ownership plan under Section 1244 was given by [Insert Presenter's Name]. — The presenter provided insights into the potential tax advantages for shareholders in the event of a potential loss in the corporation. b. Discussion and Clarification: — The board members engaged in extensive discussion, seeking clarifications and addressing any concerns related to the stock ownership plan. — The board members evaluated the potential implications, advantages, and risks associated with adopting a stock ownership plan. c. Adoption of Stock Ownership Plan: — After thorough deliberation, the board of directors unanimously approved the adoption of a stock ownership plan under Section 1244 of the Internal Revenue Code. — The plan's key provisions, including eligibility criteria, vesting schedule, voting rights, and potential tax benefits, were discussed and approved. d. Documentation and Legal Compliance: — The board agreed to designate the necessary officers to oversee the drafting and finalization of the required legal documentation associated with the stock ownership plan. — They emphasized the importance of complying with all applicable laws, regulations, and corporate bylaws. 4. Adjournment: Having addressed all agenda items, the meeting was adjourned at [Insert Time]. Name of Corporation — South Dakota Minutes of Special Meeting of the Board of Directors variations (if applicable): 1. South Dakota Minutes of Special Meeting of the Board of Directors of (Name of Corporation) to Adopt Stock Ownership Plan under Section 1244 — Class A Stockholders 2. South Dakota Minutes of Special Meeting of the Board of Directors of (Name of Corporation) to Adopt Stock Ownership Plan under Section 1244 — Common Stockholders 3. South Dakota Minutes of Special Meeting of the Board of Directors of (Name of Corporation) to Adopt Stock Ownership Plan under Section 1244 — Preferred Stockholders Conclusion: This detailed description provides an overview of the South Dakota Minutes of Special Meeting of the Board of Directors convened by (Name of Corporation) for adopting a stock ownership plan under Section 1244 of the Internal Revenue Code. By adopting this plan, the corporation aims to potentially obtain tax advantages applicable to its shareholders. Ensuring compliance with legal requirements, the board approved the adoption of the plan, and the necessary steps will be taken to finalize the associated legal documentation.