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Generally in the US I can go down to the Secretary of State's office and register a corporation. If I want to run a business with a few other people, we can assign ownership of shares in the corporation to ourselves in various proportions. Maybe I get 25%, Jimantha gets 25%, and Henrold gets the remaining 50%.

Are there any US states in which this can be accomplished without me, Jimantha, and Henrold all signing off on the creation of the corporation or the transfer of shares? Is it possible for me and Henrold to set up the company at the Secretary of State, maybe pass some motions to transfer or issue shares, and then surprise Jimantha with their unexpected 25% stake? Or do all states require the recipient to actively accept ownership of shares in non-publicly-traded corporations?

If there is a way for a person to end up with a stake in a company without having deliberately accepted it, is it always possible for them to get rid of it? Or is there a US state in which a corporation can be set up so that a particular person is a shareholder and those shares are not able to be transferred away or discarded? (Maybe the shareholders as a whole could need to vote to approve all transfers, and shares can't be unilaterally destroyed.)

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No.

One essential element of a gift is acceptance.

No approval means no acceptance, and hence, no transfer of property.

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  • As a practical matter, gifts made are presumed valid unless they are disclaimed by taking the appropriate legal steps. It would be a valid transfer unless it was disclaimed and then the disclaimer would be retroactive to the time of the original gift. In many states there is a deadline to disclaim a gift.
    – ohwilleke
    Commented Oct 4 at 17:35
  • @ohwilleke one of the other requirements of a gift is transfer to the recipient. They have to be told of the gift
    – Dale M ♦
    Commented Oct 5 at 5:51
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    @DaleM Lots of exceptions to that, for example, in the law of trusts.
    – ohwilleke
    Commented Oct 5 at 15:17
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You're basically just giving the shares as a gift to Jimantha. I haven't been able to find any regulations that prohibit giving shares of a company, whether public or private.

There could be gift tax implications. I'm not sure how shares in a private company would be valued in a situation like this.

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