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The company is in liquidation and is currently inactive. There is no value in the corporation. I need to sell the shares to my former business partner in order to get favorable tax treatment in Germany where I live. The price will be $1 for 1 million shares originally bought with a par value of $0.001 per share. It represents 42.54% of the company. I simply do not have any idea how one documents such a sale. Are there boiler plates one can use or does he write me a receipt? Thanks for your help.
No, we are not the only shareholders. There are 13 other small shareholders holding 14.92% of the shares. The largest holding is 8.14%. My former business partner has the same number of shares as I do.
The only restrictions in the Founders Agreement are a lock-up period of 180-days and that the sale does not violate Rule 144 resale rules.
The president, my former business partner, maintains the records and issues Share Certificates also signed by the Secretary. I have the Signed Share Certificate in my possession.
I have one more question - what sort of proof do I have of the sale? My cancelled certificate? Does it simply say cancelled and is signed by the Transfer Agent? Do I get some sort of receipt?
Sorry about the delay responding, I had to drive home in the meantime...
So, step by step, to cancel my certificate:
1. The president (transfer agent) writes by hand on my old certificate "Cancelled", the date when the transfer of shares was made, and how much was paid.
2. He signs it.
3. He makes a copy and sends it to me.
This is effectively replaces step 4 above.
Can you please confirm my understanding is correct?
Thanks for your help. Most appreciated.