Ellicott City, MD asked in Business Formation and Business Law for Maryland

Q: How do I issue shares to myself in Maryland

My company is incorporated in Delaware and I have applied for registration in maryland as foreign entity. I want to issue shares to myself. I have appointed myself as CEO and Secretary. Do I need witness to issue shares to myself ?

1 Lawyer Answer
Mark Oakley
Mark Oakley
  • Rockville, MD
  • Licensed in Maryland

A: Consult a lawyer. You can issue stock on behalf of the company as the director or officer, to yourself, by use of a bill of sale or stock subscription agreement. You need to check your articles of incorporation and any stockholder's agreement, by-laws, etc., to confirm how many shares of stock the corporation is authorized to issue, and then determine how many of those shares you want to issue and the price. It may also be prudent to draft and adopt a corporate resolution approving the issuance of stock to memorialize the act in the corprate books. When signing as a sole officer/director issueing stock to yourself, a witness is recommended (but not legally necessary) to sign across from your signature. Your accountant can provide advice on how to price the stock, whether cash or property (or both) is used as the consideration, and the pros and cons of each and the amounts. Your capital contributions determine the value of your capital account in the corporation, which has relevance to both ownership equity and tax treatment. You can, but need not, represent your shares of stock in a formal stock certificate.

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