A section 1244 stock is a type of equity named after the portion of the Internal Revenue Code that describes its treatment under tax law. Section 1244 of the tax code allows losses from the sale of shares of small, domestic corporations to be deducted as ordinary losses instead of as capital losses up to a maximum of $50,000 for individual tax returns or $100,000 for joint returns.
To qualify for section 1244 treatment, the corporation, the stock and the shareholders must meet certain requirements. The corporation's aggregate capital must not have exceeded $1 million when the stock was issued and the corporation must not derive more than 50% of its income from passive investments. The shareholder must have paid for the stock and not received it as compensation, and only individual shareholders who purchase the stock directly from the company qualify for the special tax treatment. This is a simplified overview of section 1244 rules; because the rules are complex, individuals are advised to consult a tax professional for assistance with this matter.
The Tennessee Action of the Board of Directors by Written Consent in Lieu of Meeting to Adopt IRS Code is a legal process that allows the board of directors of a Tennessee corporation to adopt changes related to the Internal Revenue Service (IRS) code without conducting an actual physical meeting. This method is particularly useful when time constraints or logistical difficulties make convening a meeting impractical. To initiate this process, the board members of the Tennessee corporation are required to sign a written consent document. This document should clearly state the proposed changes to be made to the IRS code and must be signed by all directors of the board. These consent documents can be physical or electronic, depending on the preference and convenience of the directors. The written consent in lieu of a meeting should also mention the specific section or sections of the IRS code that the board intends to adopt. This ensures a clear understanding of the purpose and scope of the written consent. Upon gathering all the required signatures, the signed written consent document is kept as a record and a proof of the board's decision. It must be maintained in the corporate records, alongside other important documents. In some cases, there may be different types of Tennessee Action of the Board of Directors by Written Consent in Lieu of Meeting to Adopt IRS Code, based on the specific changes being made to the IRS code. For example, if the board intends to adopt changes related to tax deductions, there may be a separate written consent for that purpose. Similarly, if the board wishes to adopt changes regarding tax-exempt status or tax reporting requirements, different written consents may be prepared. Overall, the Tennessee Action of the Board of Directors by Written Consent in Lieu of Meeting to Adopt IRS Code is a streamlined method that allows a Tennessee corporation's board of directors to make necessary changes to comply with the IRS code without requiring a physical meeting. It is important to accurately draft and gather all required signatures on the written consent document to ensure legal efficacy and maintain proper corporate records.
