Question on share issuance

bmg05 · Jan 16th, 2008, 01:29 PM

We are in Florida and set up a corporation online. The corporation has the right to issue 2 shares (I'm unsure why that number was chosen). We stupidly did not consult an attorney to set up the corporation.

If there are three officers listed on the articles of incorporation and no Directors, how do we go about issuing shares. Can only the incorporators of the corporation be present at the inital meeting for issuance of shares or will all officers listed on the articles need to be there.

We have not had any official meetings yet.

Also, the corporation was changed to an S Corporation, with two of the officers splitting the proceeds 50/50. The third officer is not receiving any funds from the business.

We'd like to have the share issuance go to the two officers on the s corp, the share par value be equal to each shareholders investment in the corporation. Since the corp is only authorized to issue to shares can each share be for different par values? (i.e. Officer #1 invested $75,000, Officer #2 invested $65,000; can one share par value be for $75K and the other be for $65K?)

Please advise! We need some help!

Jan 18th, 2008, 07:37 PM

Have a lawyer draft up a resolution to increase the authorized share capital--should not cost you too much.

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Jan 16th, 2008, 01:29 PM	#1
bmg05 Junior Member Last Online: Jan 16th, 2008 01:49 PM Join Date: Jan 2008 Posts: 1	Question on share issuance We are in Florida and set up a corporation online. The corporation has the right to issue 2 shares (I'm unsure why that number was chosen). We stupidly did not consult an attorney to set up the corporation. If there are three officers listed on the articles of incorporation and no Directors, how do we go about issuing shares. Can only the incorporators of the corporation be present at the inital meeting for issuance of shares or will all officers listed on the articles need to be there. We have not had any official meetings yet. Also, the corporation was changed to an S Corporation, with two of the officers splitting the proceeds 50/50. The third officer is not receiving any funds from the business. We'd like to have the share issuance go to the two officers on the s corp, the share par value be equal to each shareholders investment in the corporation. Since the corp is only authorized to issue to shares can each share be for different par values? (i.e. Officer #1 invested $75,000, Officer #2 invested $65,000; can one share par value be for $75K and the other be for $65K?) Please advise! We need some help!

Jan 18th, 2008, 07:37 PM	#2
Unregistered Posts: n/a	Re: Question on share issuance Have a lawyer draft up a resolution to increase the authorized share capital--should not cost you too much.