Legal Question in Business Law in Wisconsin

A friend of mine would like to add his wife as a 50% shareholder in his S corp. I have a stock power to fill out, but I need to know if this form needs to be notarized or filed with any state agency to make it official.


Asked on 9/08/09, 11:37 am

1 Answer from Attorneys

Thomas Schober Schober Schober & Mitchell, S.C.

Assuming your friend owns 100% of the stock in a Wisconsin Corporation, and that his marriage is already located in Wisconsin, due to Wisconsin's Marital Property Law, each spouse already owns 1/2 of the corporation, whether their names are on it or not. If they want to make it official, we would usually prepare a "Deed of Gift", stock powers and two new stock certificates. The Deed of Gift is a single piece of paper that indicates the donor's intent to transfer the shares to the donee, and the donee's acceptance. The stock powers you referred to should appear on the back of the husband's certificate. They should be filled out to transfer the shares to the wife, and merely witnessed by an independent witness, someone not related to either party. Finally, the stock certificate of the husband should be replaced by either two certificates with half the stock in each party's name, or one certificate with both parties names on it. The book should contain "stubs" where the notations are enterred, showing how, for example, certificate number 1 is now broken down into certificates 2 and 3. Good luck with your work!

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Answered on 9/14/09, 10:01 am


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