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    6 Replies Latest reply on Feb 29, 2008 2:10 PM by Lighthouse24

    Issuing shares

    Maxlingo Wayfarer
      I am starting a new c-corp in Oregon and I have three questions. Can anyone help?
      1. Can I start a c-corp with a non american citizen/resident as a shareholder?
      2. What is the basis for determining the total number of shares? Some companies have their shares in millions, others in hundreds and this confuses me.
      3. Can I start a c-corp in oregon by myself with no partners?
        • Re: Issuing shares
          LUCKIEST Guide
          Issuing shares, Good luck with your new business.
          • Re: Issuing shares
            LUCKIEST Guide
            Issuing shares, Good luck
            I do not know the answer to question # 1. Sorry. That is why you need a Lawyer.

            The answer to question # 2

            How you distribute shares in a corporation depends upon whether or not you have other people investing
            in your corporation. If you're the only investor, things are simplified a great deal.

             

            When you incorporate, you typically purchase a set of corporate records, which includes stock certificates
            and a stock transfer ledger (a share register). Further, when you incorporated, your corporation was
            'authorized' to 'issue' a given number of shares. If you're the only founder and investor, you typically
            put some money into the corporation and take some shares in exchange. That is, you issue some corporate
            shares to yourself. How much you pay for a share is pretty arbitrary as is the number of shares you
            receive.

             

            And the answer to Question # 3 is YES.

             

            Do you have a Lawyer?? An Accountant??
            Good luck, LUCKIEST

              • Re: Issuing shares
                Maxlingo Wayfarer
                Thanks Luckiest. You are very knowledgeable in a number of fields. We are glad to have you in this community.

                About #3, Am I not required to have a board of directors before I can file bylaws? I dont think I can be my own board of directors, can I?
              • Re: Issuing shares
                Lighthouse24 Ranger

                MaxLingo -

                1) Yes, the non-citizen (resident or non-resident) would be a stockholder -- non-citizens are generally allowed to own stock in U.S. corporations.

                2) You (the initial incorporating shareholders) decide how many the shares the corporation is authorized to issue, and that number is set in the articles of incorporation. The board of directors decide how many shares to actually issue, and when.

                3) Yes, one individual (must be over 18) can be the incorporator in Oregon, and fill all positions on the board of directors.

                You didn't ask, but you do need to have a registered agent in Oregon. Here's a helpful link to your state laws on corporations:
                http://www.leg.state.or.us/ors/060.html

                Hope this helps. Best wishes on your new enterprise!