Legal Question in Business Law in Massachusetts

corporation ownership

If a corporation is formed with someone listed as president, vp, director, secretary but stock certificates never issued. Who has the right to issue stock certificates and who owns the company


Asked on 6/26/07, 3:26 pm

2 Answers from Attorneys

Lawrence Graves Coolidge & Graves PLLC

Re: corporation ownership

The officers would be obliged to issue stock certificates to the people who have paid in capital -- usually there is some kind of agreement before a corporation is formed as to who will pay how much for what portion of the initial issue of common stock. There is ordinarily an initial meeting of stockholders and a board of directors resolution authorizing the issuance of the common stock. If none of that occurred and the officers refuse to issue stock in accordance with the pre-formation agreement on ownership, you should consult with an attorney.

Best wishes,

LDWG

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Answered on 6/27/07, 10:51 am

Re: corporation ownership

Generally, if the incorporator does not acknowledge a subscription agreement, then the Board is supposed to do so and then the President and Treasurer are authorized by the Board to accept the subscription agreement and then issue shares in the amount under that agreement upon payment of the sums required under that agreement.

I would suspect that this does not really answer your underlying question. Please feel free to contact me without obligation.

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Answered on 6/26/07, 4:39 pm


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