How can I transfer corporation stock shares to family trust?

If you hired me to do this, I would start by reviewing the Articles of Incorporation and the Minute Book for the corporation to determine whether or not the corporation really is a "close corporation" or a regular corporation with only one shareholder. To document the transfer, I would prepare a certificate under penalty of perjury for the owner to sign, swearing that he has never sold, assigned, mortgaged, or otherwise transfered any interest in any of the shares to any person. Next, I would need to find out whether it is an S-corporation for state and federal income tax purposes. If it is then I would want to review the trust to make sure the trust qualifies to own shares in an S-corporation. Finally, I would have him sign resolutions adopted by unanimous consent, cancelling the lost share certificate, providing that the shares represented by the cancelled share certificate and all future shares should be registered shares only, recorded on the stock register in the corporation's minute book, and for the registration of those lost shares. If the corporation is not a "close corporation," then it is important to have a complete minute book with Shareholder resolutions adopted each year electing the director and Director resolutions appointing officers and approving any major actions that occurred. Maybe there is a family history of the company that can be used to scatter some approvals of new activities through the 45 years the corporation has existed. The last 5-10 years are the most important. I have recently been doing this kind of catch-up for several companies. One of the grounds for persuading a judge to hold the owner of a corporation personally liable for the debts of the corporation is when the corporation has failed to follow corporate formalities. The most dangerous such failure is signing things with the owner's personal name instead of the name of the corporation and labeling the owner as President or Chief Executive Officer. That's because that mistake can mislead the other side to that transaction regarding who is signing, the corporation or the individual. Corporate minutes are another form of corporate formality which a lawyer will make a huge big deal about to argue that the owner was playing fast and loose with the corporation's assets and credit. If you would like to discuss having me check your minute book and provide the services described above, please call me. Dana Sack 510-286-2200