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socrateaser, Attorney
Category: Business Law
Satisfied Customers: 38878
Experience:  Retired (mostly)
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I have a C-Corp and own 100% of the stock I would like to transfer

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I have a C-Corp and own 100% of the stock I would like to transfer 40% to two people one being my Son I need to retain 51% for the corp to benefit from previous losses How can I transfer the stock?, I'd like to gift the stock... I also want to be free of liability for the day to day operations moving forward what in your opinion would be the best way to go about this?
Submitted: 5 years ago.
Category: Business Law
Expert:  socrateaser replied 5 years ago.
There is no special procedure needed to gift stock to another person. You can simply notify the corporation that you are transferring the stock to a new owner, and instruct the corporation to issue a new share certificate to that new owner and simultaneously cancel your existing certificate and issue a new certificate to you representing your new ownership share.

The gift is not reportable, to the extent that fair market value is less than or equal to $13,000, and the gift represents the only gift made to the recipient during the calender year of transfer. if the gift is worth more than $13,000, then the gift must be reported on IRS Form 709. However, unless all of your lifetime gift transfers exceed $5,000,000, then there is no tax owed by you. There is also not tax owed by the recipient of the gift, under any circumstances.

Concerning your being relieved of the liability for daily ops, you can resolve at a director's meeting to appoint your son President/CEO, or COO, and then he will be legally responsible for running the corporation. If by liability, you mean you don't want to be legally liable for your son's or other employee's errors and omissions, then the only way to do that is to either relinquish all control and become merely a passive investor, or, alternatively, purchase E&O insurance to cover your exposure.

Hope this helps.

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