Legal Question in Securities Law in Delaware

I started a corporation with one other person. We filed the Charter with Delaware and were approved. We then issued 1,000,000 shares to each of us. We never named officers or directors. Six months later, I learn that we may be in trouble. I do not know if our stock issuance meets any of the exemptions from registration (we are not accredited investors). Also, we did not file Form D or comply with Bluesky laws. Any advice on what to do? Do we have to register our securities?


Asked on 4/22/14, 2:10 pm

1 Answer from Attorneys

The good news is that, generally speaking, securities laws are not a big concern for founders who own their own stock. They are a concern if one solicits investors to become shareholders. It is possible that one of you solicited the other and then you would be subject to securities laws.

The biggest concern should be taxes and the proper treatment of your founder equity to gain beneficial tax status, otherwise you may get a very expensive tax surprise when you bring on board investors or end up selling the company.

Realistically, the circumstances need to be reviewed by a startup attorney. This review would not be expensive and it will be put you on proper footing.

Please contact my office at your earliest convenience for help in this matter.


Roman R. Fichman, Esq.

www.TheLegalists.com │ @TheLegalist

email: Info (@) TheLegalists (dot) com

t e l : 2 1 2 -- 3 3 7 -- 9 8 3 7


Disclaimer: This post has been written for educational purposes only and was not meant to be legal advice and should not be construed as legal advice or be relied upon. No intention exists to create an attorney-client relationship or any other special relationship or privilege through this post. The post may contain errors, inaccuracies and/or omissions. You should always consult an attorney admitted to practice in your jurisdiction for specific advice. This post may be deemed as Attorney Advertising.


IRS CIRCULAR 230 DISCLOSURE: To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any matters addressed herein.

Read more
Answered on 4/22/14, 2:48 pm


Related Questions & Answers

More Securities Law questions and answers in Delaware