Legal Question in Business Law in California

If I am transferring my stocks in a Delaware corporation to my children, do I need to report this to the registrar of corporations in Delaware, or is it just being documented at the corporation itself?

Also, are there any restrictions on transferring the stocks, other than those stated in the corporation's by laws?


Asked on 3/24/11, 9:18 am

1 Answer from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

The laws for transferring securities basically recognize two separate categories of stock: issues that are registered for public trading, and those that aren't. The publicly-traded category further breaks down by where the stock is traded, such as New York Stock Exchange, NASDAQ, pink sheets, or unlisted over-the-counter.

With unregistered stock, transfer limitations could be found in either the company's bylaws or in an agreement between the shareholders, and there might also be some mention made of a transfer restriction in the corporate charter or printed on the face of the stock certificates, if used.

With registered stock, particularly stock listed for trading on an exchange, restrictions on transfer are very unlikely.

Another distinction is that almost all registered stock is transferred through a transfer agent, someone the issuer has empowered to take note and prepare records of changes of ownership of its stock. The company's Web site will often mention who its transfer agent is.

Stock should not be transferred directly to children under the age of 18; instead, it should be transferred to an adult as custodian for the minor under the Uniform Transfers to Minors Act.

You didn't give much clue as to what category your stock falls into. I'd say probably it's unregistered stock in a small business. If so, there are two basic rules: (1) make sure the corporate secretary receives and acknowledges your written notice of your transfer of ownership of the shares. and (2) also be sure in making the transfer that you do not violate any stock-ownership agreement or transfer restriction set up in the bylaws or a separate shareholder contract.

You may need to re-ask your question with more information given. If you do, I suggest asking it under the Securities Law topic heading. You might also want to ask a licensed broker's representative at a local stockbroker office.

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Answered on 3/24/11, 9:53 am


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