J.K. Lasser's Small Business Taxes 2013: Your Complete Guide to a Better Bottom Line

APPENDIX B

Checklist 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 any of the following employee benefit plans:
  • Accountable plan.
  • Adoption assistance plan.
  • Deferred compensation plan.
  • Cafeteria plan.
  • Educational assistance plan.
  • 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 share-holder-employees) and payments to corporate directors. To justify larger compensation to C corporation shareholder-employees, note in the minutes why the payment is reasonable under the circumstances (e.g., the payment reflects a catch-up for years in which little or no compensation was paid). Also, if desired, include a resolution requiring officers to repay excess compensation (amounts determined to be nondeductible because they are unreasonable).
• Authorizing a reimbursement arrangement for ...