This Form is a Voting Trust Agreement. It includes: Voting Trust Agreement, Voting Trust Assignment, Voting Trust Certificate and Voting Trust Joinder Forms.
It allows shareholders to separate the voting rights from the economic and beneficial rights of owning shares of stock. A voting trust can be an eligible S Corporation shareholder if it meets certain requirements (See Section 1.2(f) below). The voting trust is a useful tool to assure continuity of management of a corporation, especially in the context of a family-owned and/or closely held business.
The holder of the shares of stock may assign the rights in the stock as well as the rights in the Voting Trust Certificate if desired. (See Exhibit B). A transfer of the stock should be accompanied by an assignment of the Voting Trust when the shares have been placed into a voting trust.
Upon agreeing to participate in a Voting Trust, the shareholder and the Trustee should execute a Joinder Agreement (See Exhibit C) indicating the shareholder’s participation in the Voting Trust. This document may be used by both original participants in the Voting Trust as well as by those becoming shareholders subsequent to the creation of the Voting Trust but willing (or required) to be bound by its terms.
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.
