Discussion:C-Corp Stock Transfer...

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Discussion Forum Index --> Tax Questions --> C-Corp Stock Transfer...

Bengoshi (talk|edits) said:

11 May 2006
The messy situation: C-corp created in '03, initially with two shareholders. They didn't consult w/ anyone, so they had no bylaws, stock certificates/stock transfer ledger. They commingled their capital contributions, and they don't recall how much each transferred to the entity. The two shareholders basically divided their duties -- one shareholder to be "president" and the other "treasurer/secretary."

Anyway, the "treasurer" failed at his duties (essentially did nothing). So I guess to compensate the "president," he surrendered his stock interest to the corporation, and also relinquished any rights to his contributed capital...

How would this transaction be accounted for in the corporation's books? Any tax ramifications also?

Bengoshi (talk|edits) said:

11 May 2006
And I wonder if they can even be shareholders under state law if no stock certificates were issued...

Dennis (talk|edits) said:

11 May 2006
Absent records, it might be better to consider the shares a gift to the other shareholder.

Bengoshi (talk|edits) said:

11 May 2006
Thanks for the reply Dennis--I never even thought of that.

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