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Issuing Certificate of Shares of Stock Not Publicly Traded

Shares of stock is an intangible asset. Hence you will need a proof of ownership of your shares in the business you have invested in. Your ownership can be verified or proven in several ways:

  1. Securities and Exchange Commission (SEC) Articles of Incorporation. If you are one of the original stockholders, your name will be reflected as part of the incorporators, or directors or stockholders.
  2. Stock and transfer book. Whether fully paid or not, the subscribed shares or shares bought from the company should be reflected in the stock and transfer book. It will show how many shares were bought, when, and the amount of payment made.
  3. General information sheet (GIS). This provides a summary of information of the corporation such as the corporation’s name, primary purpose, address, directors, officers, and of course, the stockholders or subscribers and itemizing pertinent information on: nationality, types of shares bought (whether common or preferred), number of shares, amount of subscribed and amount paid.
  4. Proof of acquisition i.e. Deed of assignment, subscription, stock purchase agreement, or deed of sale.
  5. Bureau of Internal Revenue Certificate Authorizing Registration or BIR CAR. This shows proof of the payment of taxes such as documentary stamp tax or DST and Capital Gains Tax or CGT if the shares you bought is from a previous stockholder and not directly from the corporation.
  6. Certificate of Shares of stock, if your shares are fully paid

In most instances, the certificates of shares of stock are missed out or not issued or printed despite full payment of the shares of stock. To issue the shares of stock, you will need:

  1. To verify if the full payment on shares has been reflected in the company books. This can be verified by looking at the:
    – GIS
    – Audited Financial Statement or AFS
    – Coordinate with your accountant or bookkeeper to know when the full payment of shares were made
  2. Review the Stock and transfer book or stock ledger to see which certificate of shares of stock has already been issued, as the certificate of shares of stock are chronologically numbered following the timing of full payment.
  3. Proof of acquisition e.e. Deed of assignment, subscription, stock purchase agreement, or deed of sale
  4. To print the Stock certificates. You should have the following with you:
    a. Stock certificate template
    b. Logo of the company
    c. Ledger of shares of stock issued or GIS
    d. Dry seal

If you know that you have fully paid your shares of stock and still have not received your certificate of shares of stock, you need to discuss this with your accountant or your lawyer so this can be issued to you, or you can also contact us to assist your company in the printing of the shares of stock. You may reach us at info@filedocsphil.com or +63.977.241.5709 to know more.

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