Legal Question in Business Law in Minnesota

Re: majority stockholder

If you are transferring shares from yourself personally to your wife, and if the shares are represented by stock certificates (not all corporations issue stock certificates representing their shares); you can endorse the stock certificate over to her, and then the corporation can cancel that certificate and issue her a new one in her name. Unless there are restrictions on shareholders transferring shares, no meeting is required for this. If she is to recieve new shares dicretly from the corporation, there should be either a directors' meeting or a written unanimous consent of directors authorizing the company to issue her the specified number of shares in exchange for the specified price. Depending on how your corporate documents read, minority shareholders may have a right to purchase a proportionate number of additional shares for a proportionate price to keep their percentage interest in the company the same.

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Re: majority stockholder

An issuance or sale of stock would require a stock purchase ageement supported by consideration which means a bargained for exchange. Stock certificates are also usually issued to represent that issuance. Corporate records should also reflect that the corporation has approved the sale as part of a corproate resolution.

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