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Increasing total shares of C Corp - steps needed?
Anonymous2 views1 answers
Hello, we have a new investor in our DE C Corp and in order to issue the necessary amount of equity, we need to increase the company's total shares. It is my understanding this requires director's resolutions, shareholder's resolutions, and issuance of the additional shares of stock (i.e., the stock certificates). Is there anything else we need to do or file, especially filings with the DE Secretary of State? Thank you very much in advance.
Christopher Edward EzoldHealth Care LawyerBala Cynwyd, PA ·
Before I respond to your inquiry, I must state that we have not spoken, I have not reviewed the relevant documents and facts, and I do not represent you. Therefore, my discussion below is not a legal opinion, but is informational only. Finally, my discussion applies only to issues to which Pennsylvania, Delaware, New Jersey or Federal law applies, unless otherwise specified.
That being said, if you are issuing stock that is not authorized by your certificate of incorporation, you'll need to file with the DE Dept. of State. However, your question raises a number of related issues - is your company's stock traded in the OTC market, how did you find your new investors (solicitation, etc.) and did you comply with FTC and other regulations in doing so, what are the terms of the investment and do you need a new shareholder agreement. You are asking for what appears to be simple information, but you should speak with an attorney to determine whether you need to take additional steps.
/Christopher E. Ezold/
