APPENDIX CChecklist of Tax-Related Corporate Resolutions
If you own a corporation (whether it is a C or S corporation), it is important to keep good records on actions taken by shareholders and/or your board of directors at their meetings. The reason: If your corporation fails to act like a corporation, creditors can “pierce the corporate veil” and hold you personally liable. Retain these records in the corporate minutes book.
The following is a listing of key votes that should be taken for tax actions. Some apply only to C corporations, while others apply to both C and S corporations.
Adopting a fiscal year.
Adopting an accounting procedure for the de minimis safe harbor rule (see Chapter 14).
Adopting any of the following employee benefit plans:
Accountable plan.
Adoption assistance plan.
Deferred compensation plan.
Cafeteria plan.
Educational assistance plan.
Employee stock ownership plan (ESOP).
Group legal services plan.
Medical reimbursement plan.
Qualified retirement plan.
Stock option plan.
Authorizing a sale/leaseback transaction.
Authorizing compensation and bonuses to employees (including shareholder-employees) and payments to corporate directors. To justify ...
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