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Does a founder of a closely-held startup need to comply with California's Corporation Code section 25012(f)?

Oakland, CA |

He's the sole owner, has authorized common shares and wants to document that he owns certain of those shares.

Attorney Answers 3


The 25102(f) filing should be made. It will not identify the owner, but will act as proof that an essential element of corporation formation, the issuance of securities, has been performed under an exemption from registration.

The above is general legal and business analysis. It is not "legal advice" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also terms and conditions item 9, incorporated as if it was reprinted here.

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3 lawyers agree


I agree with Attorney Doland:

The Limited offering Exemption Notice should be filed. However, it is the corporate records (e.g., share certificate and share transfer ledger) that evidence ownership.

This information does not constitute legal advice and does not establish an attorney-client relationship.

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Yes. This can be done online here: And the broader answer is that even a closely held corporation with a single shareholder should be cognizant of and comply with all applicable laws, rules, and regulations.

This response shall neither be deemed to create an attorney-client relationship nor constitute legal advice but rather is intended to provide general information about a complex legal issue.

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