Plan Of Recapitalization (2 Pages)
This is a Form to accomplish a corporate recapitalization. Here, the corporation wishes to allow for the issuance of nonvoting stock. It is generally necessary to have a plan of recapitalization which is adopted by the Board of Directors, and approved by the shareholders. Once adopted and approved, the Certificate of Incorporation is then amended to record the details of the recapitalization.
This is a Form to accomplish a corporate recapitalization. Here, the corporation wishes to allow for the issuance of nonvoting stock. It is generally necessary to have a plan of recapitalization which is adopted by the Board of Directors, and approved by the shareholders. Once adopted and approved, the Certificate of Incorporation is then amended to record the details of the recapitalization.
A recapitalization is a tax-free reorganization under the rules of IRC 368(a)(1)(E). The issuance of nonvoting shares (illustrated in this Form) is often requested in the context of an S corporation where the owners want to move equity to younger generations without relinquishing voting control. The existence of non-voting stock in an S Corporation does not violate the single class of stock requirement, provided there are no preferences accorded to the voting shares – other than the right to vote.
Author:
Steven G. Siegel is president of The Siegel Group, a Morristown, New Jersey - based national consulting firm specializing in tax consulting, estate planning and advising family business owners and entrepreneurs. Mr. Siegel holds a BS from Georgetown University, a JD from Harvard Law School and an LLM in Taxation from New York University. He is the author of several books, including: Planning for An Aging Population; Business Entities: Start to Finish; Taxation of Divorce and Separation; Income Taxation of Estates and Trusts, Preparing the Audit-Proof Federal Estate Tax Return, Putting It Together: Planning Estates for $5 million and Less, Family Business Succession Planning, Business Acquisitions: Representing Buyers and Sellers in the Sale of a Business; Dynasty Trusts; Planning with Intentionally-Defective Grantor Trusts; The Federal Gift Tax: A Comprehensive Analysis; Charitable Remainder Trusts, Grantor Trust Planning: QPRTs, GRATs and SCINs, The Estate Planning Course, The Retirement Planning Course, Retirement Distributions: Estate and Tax Planning Strategies; The Estate Administration Course, Tax Strategies for Closely-Held Businesses, and Tort Litigation Settlements: Tax and Financial Issues.
Mr. Siegel has lectured extensively throughout the United States on tax, business and estate planning topics on behalf of numerous organizations, including National Law Foundation, AICPA, CCH, National Tax Institute, National Society of Accountants, and many others. He has served as an adjunct professor of law at Seton Hall and Rutgers University law schools.
The Siegel Group provides consulting services to accountants, attorneys, financial planners and life insurance professionals to assist them with the tax, estate and business planning and compliance issues confronting their clients. Based in Morristown, New Jersey, the Group has provided services throughout the United States. The Siegel Group does not sell any products. It is an entirely fee-based organization.
Contact the Siegel Group through its president, Steven G. Siegel, e-mail: [email protected].