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Question 13


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Corporate Bylaws and initial board of directors resolution
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Question: Myself and three partners formed a small corporation in Illinois two years ago. We each own equal amounts of the business. No stock certificates were ever issued. I would like to have proof of my share of ownership, as does another partner. How do we go about issuing stock certificates? Are there other proof of ownership options?

Response: The corporation's bylaws should state who has the authority to issue and sign stock certificates for your corporation. In the MedLawPlus.com® standard corporate bylaws, you will find this information in Article V; Link to more info on MedLawPlus.com® bylaws. As far as getting blank stock certificates to fill out, I have found them at legal supply stores (but not at general office supply stores such as Officemax). Here is a link to a seller of blank stock certificates on the web.

"Are there other proof of ownership options?" If your corporation is a Subchapter S, you'll get a form K-1 from the corporation each year at tax time. A K-1 might be considered proof of ownership; however, official proof of ownership is relegated to those methods stated in the bylaws and, to my knowledge, that is limited to share certificates.



Submitted: 1-30-2006; John, Florida
Response: 2-6-2006; JJR


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