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Ask GWarren For Business & Nonprofits...

GWarren For Business & Nonprofits
GWarren For Business & Nonprofits, Attorney
Category: Business Law
Satisfied Customers: 355
Experience:  30 yrs Counsel, AVP Corp Governance Fortune 100 finance/ins, Nonprofit Bds, law firm. OH NJ license
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I need to make entry in stock ledger for my California S corporation

Resolved Question:

I need to make entry in stock ledger for my California S corporation for INITIAL offerting of the stocks to shareholder.

Here is the excerpt from Articles of Incorporation to help you answer the questions. Article says that the corporation is authorized to issue only one class of shares, which shall be designated "common" shares. The total numbers of such shares authorized to be issued is 20,000 shares. The par value is $1.00 per share.

1. What do I need to write in "Issue From" being INITIAL offering to shareholder?

2. What would be the class of those shares?

3. What would I need to write in column "Consideration paid per share"?

Thanks.
Submitted: 4 years ago.
Category: Business Law
Expert:  GWarren For Business & Nonprofits replied 4 years ago.
Thank you for contacting justanswer.


Since you have an S Corporation, shares may only be issued in one class of "Common" and typically to no more than 75 separate shareholders.


The following is the usual approach to recording the stock transactions on the corporate stock ledger or register:


1. "Issue From" would be the "initial offering" FROM the S Corporation and typically dated as to the date of issuance. [That is contrasted, for example, with stock offered from repurchased Treasury shares that may be sold at a later date once the S Corporation is fully in business.)


2. Since there is only one class of shares, normally we record the class as COMMON (no A, B, C that would designate separate classes of shares). Therefore, you would not need to name the Common shares a class ("A") as no other classes of shares are permitted.


3. Par Value is typically the de minimus (protected minimum value of the shares and for which they can be sold and valued). Typically you would record the par value as consideration of $1.00 per share at the initial offering (unless you are selling them for a greater amount and will be recording that amount upon issuance). Generally while the shares would be sold for the initial offering price of $1.00, investments made through the purchase of shares would be determined by number of shares purchased by each investor at $1.00 per share.


I hope the above information is responsive and helpful.


You may also find it helpful to contact your local SCORE Chapter, Counselors to America's Small Business in California at:


http://www.score.org


The experienced business executives who volunteer at SCORE (there are over 10,000 nationally) offer face to face or online guidance for local businesses. They may be able to sit down with you to review your stock ledger/register as well.

Customer: replied 4 years ago.

Thanks.

 

One question for ledger.

 

Background:

 

I, sole shareholder of California S corporation, has changed corporation name and received due approval for amendment of articles. I also have moved my residence to different address.

 

I need to submit the copies of stock certificate and stock ledger for obtaining some business license with government. I'm submitting old stock certificate with old name of the company attached with approved amendment.

 

Question:

 

Now for stock ledger, do I need to submit

a) new ledger with new company name and my old address or

b) old ledger with old company name and old address is valid? or

c) should I submit both?

 

Thanks much!

Expert:  GWarren For Business & Nonprofits replied 4 years ago.
Thank you for your reply.


You may want to err on the side of submitting both to avoid any possible delays or further requests for that information. That would not appear to be onerous. I do not see any downside to advancing that full disclosure with the governmental agency. It will also show your efforts to fully comply with the need to submit the copies, may avoid questions and need for follow-up


When some companies change name they do not always have the opportunity to reissue shares in the name of the new company. Your retention of those records and copies will serve you well.

GWarren For Business & Nonprofits, Attorney
Category: Business Law
Satisfied Customers: 355
Experience: 30 yrs Counsel, AVP Corp Governance Fortune 100 finance/ins, Nonprofit Bds, law firm. OH NJ license
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