Legal Question in Business Law in New York

Re: transfer corporation to another party

It's impossible to answer your question without reviewing all of the corporate documents (certificate of incorporation, bylaws, shareholders' agreement, if any, etc.) because they may impose restrictions on certain (or any) transfers of shares. Absent such restrictions, if the corporation issued physical share certificates, their endorsement and delivery to the buyer normally transfers ownership to the corporation's stock. Uncertificated shares are commonly transferred on the corporate stock records, and the buyer would want to make sure that all proper procedures were followed. However, the usual practice is to have a share purchase agreement, which is a contract that documents the sale and purchase of stock along with various other terms and conditions that the parties negotiate. Apart from the question of price, there are many other considerations to take into account, such as tax consequences, successor liability, compliance with securities laws etc. Even in seemingly simple transactions where the buyer pays little or no consideration (gifts), professional advice should be sought.