Share structure amendment after incorporation without registry?

[e36bmw///]

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[benyl]

It's $140 to amend the articles of incorporation.

At least that is what the lawyer charged us when we needed to fix our share structure.

[suntan]

Write it on a piece of paper. Your minutes are good for that. One thing though, shares are to be purchased, so whomever you're giving the shares to need to actually pay you with money. Keep a copy of the receipt.

Also the thing is you have to actually sell the shares at something resembling market value, you can't just give out shares at a penny each if your corporation is actually worth something.

When you do your annual renewal if you have a change to the voting structure then detail it there.

There is no cost, unless you want to make one so that you pay less tax

[ExtraSlow]

Suntan has a key point right. If your corporation has value, you can't just gift out the shares for nothing, or nearly nothing. This is one of the reasons it's important to get the share structure right when you create the company, since the company likely starts out with no value.

If your company has assets or value, it's probably worth the money to discuss with a lawyer before you fuck this up.

[suntan]

To be extremely direct: You do not need to change your articles of incorporation if you are simply selling non-voting shares.

A lawyer may tell you otherwise. A lawyer will also charge you to draw a smiley face in your minutes.

[ExtraSlow]

Does he already have to have that class of non-voting shares existing in his articles of incorporation?

I'm not an expert on this, would love to learn more.

[suntan]

Any boiler-plate AOI will have it.

[e36bmw///]

,/

[suntan]

Yes, you can create non-voting shares easily.

No, you can't just remove shares. You have to buy them back (at fair market value) and strike them.

[Arnold]

Originally posted by e36bmw///


I guess this is kind of what I'm asking for.

Say for example, there is just one class of shares created during incorporation - Class A voting.

You can simply create a schedule of different class of shares, all non-voting, and place it in your mb?

Can't one just as easily 'remove' it from the book and say there was no such thing?

You have to file articles of amendment with a registry to add additional classes of shares to your share structure.

When you allocate shares to shareholders it has to be compliant with what is stipulated on your articles. If your current share structure is one Class of shares "Class A" then you can only issue those Class A shares.

[e36bmw///]

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