Delaware Voting Trust of Shares in Closely Held Corporation

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US-02094BG
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Closely held corporations are those in which a small group of shareholders control the operating and managerial policies of the corporation. Most, but not all, closely held corporations are also family businesses. Family businesses may be defined as those companies where the link between the family and the business has a mutual influence on company policy and on the interests and objectives of the family.


A voting trust is a device for combining the voting power of shareholders. It is not unlawful for shareholders to combine their voting stock for the election of directors so as to obtain or continue the control or management of a corporation. Some state laws limit the duration of voting trusts to a period of a certain number of years.

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FAQ

A voting trust is a contract between shareholders in which their shares and voting rights are temporarily transferred to a trustee. A voting agreement is a contract in which shareholders agree to vote a certain way on specific issues without giving up their shares or voting rights.

For a proxy vote, it is a temporary arrangement for a one-time issue; whereas, for a voting trust, it gives the trustees increased power to make decisions on behalf of all shareholders to control the company, which differs from proxy voting in terms of how much power is allocated.

1. Only Authorize 5,000 Shares. By March 1st of each year you will have to file an annual report and pay a franchise tax in Delaware. The tax is calculated based on the authorized shares for the company by using either the Authorized Shares Method or the Assumed Par Value Capital Method.

A voting trust is a contract between shareholders in which their shares and voting rights are temporarily transferred to a trustee. A voting agreement is a contract in which shareholders agree to vote a certain way on specific issues without giving up their shares or voting rights.

Section 203 of the DGCL generally prohibits any owner of 15% or more of a corporation's voting stock from engaging in a business combination with the corporation within three years after the person acquired such ownership, unless, among other options, the board approved the transaction that resulted in the person

Make Key Decisions About Your StockDecide how much capital to raise. How much money do you want to gain by selling stock?Decide how many shares to issue.Set the value of each share.Determine whether your corporation will be public or private.Choose what types of stock your corporation will issue.

According to Delaware law, every corporation, unless designated a non-stock corporation, is a for-profit general corporation and, as such, must have at least one class of common stock to evidence ownership.

Create the Certificate of Amendment for giving to the Secretary of State of Delaware. Add in the details including the new number of authorized shares, par value, and/or classes of stock in this Certificate. Get the authorized officer of the company to sign the document and file the certificate with the state.

The total number of shares that you indicate your business has in your corporate documents are referred to as the authorized shares. All of your authorized shares do not have to be issued, but medium and small businesses often issue all of the authorized shares in proportion to each owner's stake in the company.

While the proxy may be a temporary or one-time arrangement, often created for a specific vote, the voting trust is usually more permanent, intended to give a bloc of voters increased power as a groupor indeed, control of the company, which is not necessarily the case with proxy voting.

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Delaware Voting Trust of Shares in Closely Held Corporation