Legal Question in Business Law in California

Re: corp. change

There is no 'form' for what you need. Get experienced counsel to help you complete all the necessary notices of corporate records and stock transfer, IRS, SBE, Corp Commissioner, etc. Feel free to contact me if interested in doing so.

Re: corp. change

If this is an amicable deal, and neither the stock or the company is worth very much (which I think is a reasonable assumption if a 50% owner wants to bail for no money), the departing co-owner should write up a letter of resignation, and in the letter he should state that he is surrendering his stock back to the company. If share certificates have been issued, the certificates should be endorsed, returned and canceled.

The remaining stockholder, on behalf of the corporation, should then send the departing guy a letter accepting the resignation and acknowledging the surrender of the shares. Each of you keep copies of both items.

If there is any animosity, and/or if the company or shares are currently worth more than a couple thousand bucks, it would be much better to get personalized advice and have the documents discussed herein prepared by an attorney. Further, both the company and the departing shareholder should get tax advice. Surrendering the shares may be insufficient to establish a tax loss; it may be necessary to sell them, formally, back to the company or the remaining owner for a definite price, e.g. $10.

If there is a threat of litigation, each of the two officers should be represented separately.