Legal Question in Business Law in California

California corporation stock issuance - deadline/timelimit?

I formed a California professional corporation in early Jan 2009. The corporation was inactive until March. I haven't issued stock yet but will soon. Is there a requirement to issue stock within specified period of time? Or is it ok to just issue it now?


Asked on 4/17/09, 6:29 pm

2 Answers from Attorneys

Mark Muntean Mark Muntean, Attorney at Law

Re: California corporation stock issuance - deadline/timelimit?

There is no requirement that you physically issue stock. Your shareholder agreement should list the stockholders and what percentages and number of shares are owned by each shareholder. However, many businesses never really issue the stock.

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Answered on 4/17/09, 6:51 pm
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Re: California corporation stock issuance - deadline/timelimit?

See my earlier answer to a similar question not specifying that this is a professional corporation. The same concepts apply. Is this to be a single-shareholder corporation? If so, you can dispense with shareholder agreements. I'd be all the more sure to issue stock eventually, however, because of the increased risk of alter-ego veil piercing with single-owner corporations. Another factor to consider is that if the corporation will elect "S" tax treatment, IRS Form 2553 must be filed within a certain time frame (see the 2553 Instructions) and the shareholders must state the percentage or number of shares owned.

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Answered on 4/19/09, 2:04 am


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