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Richard - Bizlaw
Richard - Bizlaw, Attorney
Category: Business Law
Satisfied Customers: 10353
Experience:  30 years of corporate, litigation and international law
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How to enter in corporate minutes book agreement to transfer

Customer Question

How to enter in corporate minutes book agreement to transfer a percentage of the corp stock?
Submitted: 5 years ago.
Category: Business Law
Expert:  Richard - Bizlaw replied 5 years ago.

bizlaw :

Have the parties signed an agreement to the sale? Have the shares already been transferred or paid for?

JACUSTOMER-d5jqc4hi- :

Just transferring 49% of my 100% stock ownership to my wife.

Expert:  Richard - Bizlaw replied 5 years ago.

I had to leave chat because I could not see your response. The simplest way to do it is to take the shares you have and mark them cancelled and then reissue two new certificates one to you for 51% of the shares you had originally and the other to your wife for the shares representing 49% of the share you had originally. In the stock certificate book you will show the stock certificates you had as cancelled and transferred 51% to you and 49% to your wife. The new stock issued to each of you would be in exchange for the stock certificates you cancelled. This effects on the records the fact that your wife now owns shares representing 49% of the company and you the other 51%.

 

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This communication is not intended as legal advice. A local attorney should always be consulted for legal advice. No client/attorney relationship is intended or created by this communication.

Customer: replied 5 years ago.
Can't I just make an entry into the corp minutes that this was done? Trying to keep this as uncomplicated as possible.
Expert:  Richard - Bizlaw replied 5 years ago.

To transfer shares you have to transfer shares you can't just talk about transferring shares. You issued shares to yourself. YOu are now transferring a portion of those shares to your wife, I described how shares get transferred. Making a note in the corporate minute book does not transfer the shares.

This communication is not intended as legal advice. A local attorney should always be consulted for legal advice. No client/attorney relationship is intended or created by this communication.

Customer: replied 5 years ago.
I have to find my corp records book and look for the shares. How does one cancel the shares, you said "mark them cancelled", how is that done? How does one re-issue shares?
Expert:  Richard - Bizlaw replied 5 years ago.

You will take your shares which are in the certificate. Mark the certificate canceled. There is a sheet that is attached to each share certificate in the corp. record book. YOu will issue yourself shares equal to 51% of the number you had and just note that the shares are from certificate No. __ whatever number your share certificate is. On your wife's certificate you will will make the same reference showing a transfer of the shares from you and your certificate No. __ whatever number your share certificate is. That is it. YOu do not need any other notation.

This communication is not intended as legal advice. A local attorney should always be consulted for legal advice. No client/attorney relationship is intended or created by this communication.