Legal Question in Business Law in Massachusetts

I own a small private corporation that has authorized to issue 275,000 shares of common stock. Currently there are 140,250 shares issued and outstanding. I would like to bump that number up to 150,000, putting 100k in my name, 25k in another person's name and leave 25k outstanding.

What is the general outline of the process to complete this?


Asked on 1/07/10, 10:44 am

1 Answer from Attorneys

More information is required to properly answer the question. However, assuming you own the 140,250 shares and you want to the other two persons to have 25,000 each and you want 100,000 shares there are a variety of ways to do this and they should be discussed with an attorney and/or your accountant.

First, you could gift the shares to the two individuals totaling 40,250 shares and then have them buy the additional 9,750 shares at slightly more than book value. Problem is there may be a gift tax to pay by you gifting the stock to them.

Second, create a Stock Acquisition Plan whereby the two new shareholders buy or are granted stock by the corporation over a period of time and that they have a vesting schedule for keeping the stock as well as buying the stock.

You should have a shareholders agreement that deals with the purchase of stock if someone quits, dies, gets divorced etc.

As I said the answer to your question requires much more information to give anything approaching a correct answer.

Please feel free to contact me directly if you have more questions.

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Answered on 1/12/10, 10:54 am


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