Form with which a corporation may alter the amount of outstanding shares issued by the corporation.
Shares For Resolution In Virginia
State:
Multi-State
Control #:
US-0034-CR
Format:
Word;
Rich Text
Instant download
Description
Free preview
Form popularity
FAQ
What do I need to sell my shares? In order to trade, you will need: Your share certificate. Your Shareholder Reference Number.
Generally speaking, the directors of a company may currently only allot shares (or grant rights to subscribe for shares or to convert any security into shares) if they are authorised to do so by ordinary resolution of the company's members or by the articles.
Before company shares may be sold or transferred from one person to another, the company must establish a resolution to sell corporate shares. The sale of this stock must be approved by the company's board of directors. Afterwards, shares would be eligible to be sold from one person to another.
For the transfer of shares, directors may be prohibited from authorising transfers without the permission of current members. When a director is powerless to authorise the transfer of shares, the members must pass a resolution to either allow for such authorisation or permit the transfer of shares on that occasion.
A sale, lease, exchange or other disposition of the corporation's assets, other than a disposition described in § 13.1-723, requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity.
In the case of some companies, existing shareholders may need to pass a special resolution in order to waive their right to pre-emption on the transfer of shares. Once the transfer of shares is complete, the director(s) have to provide a copy of the Stock Transfer Form to both the transferor and transferee.
"Control share acquisition" means the direct or indirect acquisition, other than in an excepted acquisition, by any person of beneficial ownership of shares of a public corporation that, except for this article, would have voting rights and would, when added to all other shares of such public corporation which then ...
(1) As used in this chapter, "control shares" means shares that except for this chapter would have voting power with respect to shares of an issuing public corporation that, when added to all other shares of the issuing public corporation owned by a person or in respect to which that person may exercise or direct the ...
A controlling shareholder is any person who, together with that person's spouse, parents, and children, is directly or indirectly the beneficial owner of more than 5% of the outstanding voting stock or securities of the taxfiler.
Restricted stock rules apply because the stock is not registered with the SEC. Control stock rules apply because they're affiliate-owned shares. When this is the case, both sets of rules apply simultaneously.