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J.K. Lasser's Small Business Taxes 2018 by Barbara Weltman

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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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