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socrateaser
socrateaser, Attorney
Category: Business Law
Satisfied Customers: 38878
Experience:  Retired (mostly)
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I filed a c Corp in California and forgot to add someone as

Customer Question

I filed a c Corp in California and forgot to add someone as a share holder. I also have yet filed my statement of information. I now what to add them even though the original shares where filed. I have a document where we all singe what the shares are now. What document or form do I need to have complete for that to be a record
Submitted: 1 year ago.
Category: Business Law
Customer: replied 1 year ago.
the new signed document I have lost me as most shares. The other share holder now don't like that they signed it months ago. I haven't done anything with this side paper saying they issued their share and how much to me but now I want to record it so that I can be on the bank accounts and not worry about loosing this and not worry about them. We are about to do the bylaws and min nothing has been signed yet for the bylaws and min. I'm the meeting they wanted the shares to stay the way there are with just them. Not the record I have where I was added and now have more shares so i delayed signing off on the minutes as well as bylaws until I can see how I can make the changes
Customer: replied 1 year ago.
Posted by JustAnswer at customer's request) Hello. I would like to request the following Expert Service(s) from you: Live Phone Call. Let me know if you need more information, or send me the service offer(s) so we can proceed.
Expert:  socrateaser replied 1 year ago.

Hello,

The standard California articles of incororation does not require you to list shareholders or their stock holdings. The statement of information requires you to list the name of the president, treasurer, and secretary, but not the shares owned.

If you are using a nonstandard filing (such, as something you obtained from legalzoom.com), then it really doesn't matter. In my experience, no one has ever referred to the formation documents as part of a legal action. It's just a formality of iincorporation. What actually matters is what you enter into your tax returns, and you're a long way from having to deal with that.

I hope I've answered your question. Please let me know if you require further clarification. And, please provide a positive feedback rating for my answer -- otherwise, I receive nothing for my efforts in your behalf.

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Customer: replied 1 year ago.
where are the new share amounts filled. What what use is this document that I have if it isn't filled anywhere. Info have taxes I need to do for last year what do I need to look for in that that could be a problem
Expert:  socrateaser replied 1 year ago.

The only share amount that you are required to list is the total number of shares that the corporation is authorized to issue at the beginning of corporate existence. After that, you can make a corporate resolution at a board of directors meeting to issue additional shares. It's really not necessary to restate your articles of incorporation.

However, if you really want to restate the articles, you can do so on this form.

I hope I've answered your question. Please let me know if you require further clarification. And, please provide a positive feedback rating for my answer -- otherwise, I receive nothing for my efforts in your behalf.

Thanks again for using Justanswer!

Expert:  socrateaser replied 1 year ago.

Hello,

Justanswer provides a phone call option for customers. This is fine for Q&A sessions where the expert is not a lawyer. However, lawyers cannot split fees with a nonlawyer, and because Justanswer, LLC is not a law firm, I cannot accept any phone call option.

I can, however, make an additional services offer, which you may accept or decline at your convenience (customary legal services fees will apply). Please let me know if you're interested. Otherwise, we can continue here, if you choose.

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Customer: replied 1 year ago.
being that I haven't completed the bylaws or minutes of a first meeting the Two share holders with the lessor shares are wanting bylaws to reflect them as shareholders like the orignail filings but I want it how this paper is which is why I am feeling like I have to file it somewhere other wise it just me saying I have a paper. So now that you know that is happening what is ur recommendation on what to do with that paper in order to get the bylaws right to have less resistance legally from them cause they think since it isn't filed its. Not inforceable how do I inforce it
Expert:  socrateaser replied 1 year ago.

You dont file bylaws with the Secretary of State. You can name them as officers on the statement of information. And you can issue stock certificates to each shareholder so that they have evidence of ownership. That's all you need to do.

Expert:  socrateaser replied 1 year ago.

Hello again,

I see that you have reviewed my answer, but that you have not provided a rating. Do you need any further clarification concerning my answer, or is everything satisfactory?

If you need further clarification, concerning this matter, please feel free to ask. If not, I would greatly appreciate a positive feedback rating for my answer -- otherwise I receive nothing for my efforts in your behalf.

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