California Issuance of Common Stock in Connection with Acquisition

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US-CC-12-1932A
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This is an Issuance of Common Stock in Connection with Acquisition, to be used across the United States. This form simply is needed when a corporation wishes to issue, and/or sell, common stock in the company, with regard to an acquisition.
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FAQ

(a) Any one or more corporations may merge with one or more other business entities (Section 174.5). One or more domestic corporations (Section 167) not organized under this division and one or more foreign corporations (Section 171) may be parties to the merger.

Section 25102(f) of the California Corporations Code is a California state exemption from the requirement to register a securities offering. For startups issuing shares to founders, they typically rely on Section 4(a)(2) of the Securities Act.

A corporation created solely to act as nominal owner of some property might not need to have shares of stock because all of the directors or members would have been co-owners.

When you incorporate a business in California, you are required to state the number shares it will be authorized to issue. In California, a corporation must authorize at least one share but may authorize any number.

The basic requirements for a C corp formed in California are as follows: C corporations need to have a minimum of three directors if corporate shares have to be distributed. If shares have not been distributed or the corporation only has one or two shareholders, then you'll only need one or two directors.

Every corporation must have at least one type of stock. This rule even applies to S corporations, but they are limited to 100 total shares and only one type of stock. The term ?stock? is often used interchangeably with ?shares? or ?equity.? Those who own stock are called ?shareholders? or ?stockholders.?

Even if there is no legal requirement to issue physical stock certificates, investors may still like to have a certificate as physical evidence of their investment. Therefore, even if your corporation's official way of documenting stock ownership is by bookkeeping entries, you can still issue stock certificates.

(a) The board of each corporation that desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of merger and other persons, including a parent party (Section 1200), may be parties to the agreement of merger.

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California Issuance of Common Stock in Connection with Acquisition