Fill and Sign the Frantz V Commissioner of Internal Revenue 83 Tc 162casetext Form

Agreement to Incorporate as an S Corporation and as Small Business Corporation with Qualification for Section 1244 Stock Agreement made this the _____________________ (date) between _____________________ (Name of Incorporator One), herein referred to as Incorporator One – A-1, of _________________________________________ (street address, city, state, zip code), _____________________ (Name of Incorporator Two), herein referred to as Incorporator Two A-2, of ___________________________________ (street address, city, state, zip code), _____________________ (Name of Incorporator Three), herein referred to as Incorporator Three A-3, of ___________________________________ (street address, city, state, zip code), Incorporator One, Incorporator Two, and Incorporator Three being jointly referred to as the Incorporators. Whereas, the parties desire to organize under _____________________ (citation of statute) a corporation to be known as _____________________ (name of corporation), or such other name as the parties may select, for the purposes set forth in Article ________ of the proposed Articles of Incorporation, a copy of which is attached to this Agreement as Exhibit A and incorporated by this reference; and Whereas, the capitalization of the Corporation shall be as set forth in Article ________ of the proposed Articles of Incorporation; and Whereas, the parties contemplate that the shares of the Corporation will remain closely held and will not, therefore, be readily marketable, and wish to provide a market for the shares of any party or the estate of any party desiring to sell the same, the parties propose, immediately on entering into this Agreement, to execute a stockholders' buy-sell Agreement in the form attached to this Agreement as Exhibit B and incorporated by this reference; and Whereas, the parties propose that immediately on formation of the Corporation, to cause the Corporation to become a party to such buy-sell agreement; and Whereas, the parties desire to ensure full deductibility of any losses they may sustain in the disposition of any shares of the Corporation issued pursuant to this Agreement, and to this end it is understood that the parties shall cause the Corporation to take such action as may be necessary to assure that the authorized shares of the corporation, including the shares issued pursuant to this Agreement, shall qualify as “Section 1244 stock” within the meaning of Section 1244 of the United States Internal Revenue Code; and Whereas, the parties seek to avoid double taxation of the earnings of the corporation, and to this end it is understood that they shall cause the Corporation to elect to be taxed under the provisions of Subchapter S of the United States Internal Revenue Code, and that each of them shall consent in writing to such election;
S ultimate bonds to be made in this agreement 1. The parties hereby agree as follows with respect to the rights and powers of the corporation and each of the incorporates, by virtue of each of their respective capacities: (i) each party, in and for his or her own personal and real estate, real and personal estate interest, rights in money and in other property, rights in or to any or all funds, instruments, certificates, warrants, licenses, agreements, privileges, franchises, rights to the use of buildings, or other public places, and any other rights of ancillary nature in which, or in conjunction with the foregoing, anyone has an interest; 1 (ii) each of the incorporates, in and for a personal and real estate interest in the common areas of their respective residences located in: (a) (i) if the applicant is the incorporated of the corporation, and is the holder of the required annual income tax return; or (ii) if the applicant is the partner or owner of the corporation and is not the incorporated, and if the applicant is a shareholder, or principal stockholder, or member of the board of directors of the corporation; or (iii) if the applicant is the partner or owner of the corporation, and is not the incorporated, and if the applicant is a member or principal stockholder, or member of the board of director of the corporation; (b) (i) if the applicant is the incorporated of the corporation, and is a partner or officer of the corporation or any of its subsidiaries; or (ii) if the applicant is the incorporated, and is a principal stockholder, or member of the board of director of the corporation; or (iii) if the applicant is the partner or officer of the corporation, and is affiliated in any way with the corporation; and (c) if the applicant is the partner or officer or member of the board of director of the corporation, or any affiliate, any subsidiary, part or subsidiary corporation operating in the same or a related line of business to the licensee; 2. The parties hereby agree that the corporate authorities of the city or county wherein the corporate authorities of the corporation are situated will have the right, and the authority, respectively, to adopt, amend, repeal, modify, or supersede in whole or in part by ordinance, resolutions, or other order any or all of the terms, provisions, provisions of the articles of incorporation of the proposed corporation.