01
Tell us the deal
Who is transferring which shares. We check your bylaws and shareholder agreement.
BASE CAMP01 / 03
Shares Transfer
Transfer corporate shares cleanly
When shares in your corporation change hands, the document is what lasts long after the money moves. We draft the resolution and transfer paperwork, with the right board and shareholder authorization, so the transfer holds up every time it's read.
$210 done for you
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THE DELIVERABLE · TRANSFER
Share TransferCorporation stock change
TRANSFER
For
Shares transferred
1,000 · ACME INC
EXECUTED
Ledger and certificates updatedDOCS ✓
What's in the kit
Handled start to finish.
The brief
What is a shares transfer?
In short
A shares transfer moves ownership of a Corporation's stock from one holder to another. The old certificate is cancelled, a new one is issued, and the company's stock ledger is updated to show who owns what from which date. The bylaws and any shareholder agreement set the conditions.
Why do you need a shares transfer?
In a Corporation, the ledger is the ownership. A signed agreement with nothing recorded in the book leaves the buyer with a claim rather than shares, which is exactly the gap a diligence process finds.
Most companies also have restrictions on transfers, in the bylaws or a shareholder agreement: rights of first refusal, board approval, transfer limits. A transfer made without meeting them can be void.
Who needs a shares transfer?
- Corporations bringing in an investor or buying out a shareholder
- Founders splitting or reallocating equity
- Companies going through a sale or a restructure
- Any Corporation whose stock ledger is out of date
On your own, or with Summit
- The certificate. Cancelled, issued and recorded in the ledger.
- Restrictions. We check the bylaws and any shareholder agreement first.
Read this first
What your bylaws and shareholder agreement control
Before a transfer can happen, your governing documents have to permit it. Many include restrictions, and we check yours before drafting.
We read your governing documents first. If a restriction would block the transfer, we flag it before drafting, so you can gather the consents you need or restructure the deal.
Common restrictions
- Right of first refusal: existing shareholders can match an outside offer first
- Approval requirement: a vote of the board or shareholders is needed before the transfer is valid
- Restricted buyers: some agreements only allow transfers to family, other shareholders, or accredited investors
- Tag-along and drag-along rights: minority shareholders may join a sale, or majority shareholders may bring them along
What we draft and deliver
The exact package depends on your deal, but the core documents are consistent across most transfers.
Bring us in before the price is final. How you structure the deal, cash, installments, equity-for-equity, or a redemption by the company, affects both sides' taxes and the company's capital structure, and options narrow once everyone commits.
- Resolution of the board or shareholders approving the transfer
- Transfer agreement signed by buyer and seller, with price, payment terms, and warranties
- New share certificate reflecting the new ownership
- Updated stock transfer ledger and capitalization table
- Notice to the state on the next annual report, if the new owner triggers a reporting threshold
Your expedition kitShares Transfer
Review of your bylaws and shareholder agreement for transfer rules✓
Resolution of the board or shareholders approving the transfer✓
Transfer agreement signed by buyer and seller with price and terms✓
New share certificate and updated stock transfer ledger✓
Updated capitalization table for the company's records✓
Exactly as listed. Where something is optional, the line says so.
Now unlocked Live
US bank account
Hire and pay
Raise capital
Business credit
Signature Signed
The route
Three camps to the summit.
The same route every time. Open a tab to see what happens at each camp, and what we need from you at it.
02
We draft and authorize
Board or shareholder resolution plus the signed transfer agreement.
THE RIDGE02 / 03
03
Certificates update
New share certificate, updated stock ledger, and a clean cap table.
THE SUMMIT03 / 03
Fellow climbers
“High level professionals. 100% recommended. Experience and avant-garde in their services. My company is giving me the results I expected and I am reaching satisfaction from customers around the world.”
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Questions
Asked on the way up.
Do I need authorization to sell my shares?
It depends on your bylaws and shareholder agreement. Many require notice or a vote before a transfer is valid. We review your governing documents before drafting.
Does this register the change with the state?
Usually not directly. The transfer documents record the change inside the company. The state typically only needs notice on the next annual report, or a separate filing if the share class structure changes, and we tell you which applies.
Does a shares transfer change the EIN?
No. The EIN belongs to the company, not the owners. A change in ownership doesn't trigger a new EIN unless the entity type itself changes.
What do I need to get started?
Your current bylaws and shareholder agreement, your latest stock transfer ledger, the names of the buyer and seller, and the agreed price and terms.
How do I actually transfer shares in a Corporation?
The old certificate is cancelled, a new one is issued to the buyer, and the stock ledger is updated to show who holds what from which date. A signed agreement on its own does not move the shares: the ledger entry is the ownership.
What is a stock power?
A short signed instrument that assigns the shares from the holder to the buyer, used alongside the certificate itself. It is what lets the company cancel the old certificate and issue the new one with a proper paper trail behind it.
Does the transfer need board approval?
Often. Most bylaws and shareholder agreements set conditions on transfers, from board consent to a right of first refusal for existing holders. A transfer made without meeting them can be void, which is why the documents are read before anything is signed.
What is a right of first refusal?
A clause giving existing shareholders the first chance to buy shares before an outsider can. It is common in closely held companies and it sets a process with deadlines, so ignoring it is one of the more reliable ways to undo a sale later.
Do shares pass automatically when a shareholder dies?
Not automatically to whoever expects them. The shares form part of the estate and pass under the will or the applicable law, subject to whatever the bylaws and any shareholder agreement say about transfers. Companies with no clause here tend to find out the hard way.
Does the state need to be told about a shares transfer?
Usually not: shareholders generally do not appear on a state's public record, so nothing changes there. Officers and directors sometimes do, so a transfer that also changes who runs the company can require a state amendment as well.