How do I legally acquire co-founder status or add a co-founder to a corporation that already has 2 co-founders and Founder agre?
3 attorney answers
I agree with Mr. Doland. The term "co-founder" has little or no significance in this context.
What you apparently want to do is to associate with the corporation a third individual who will have rights equal to those of the two individual already so associated. This means, in all likelihood, that, at the least, you will need to:
- Amend the Founder Agreement
- Have the board of directors approve resolutions authorizing the issuance of shares (which might require amending the Articles of Incorporation) and, perhaps, appointing the third individual as an officer
- Have the third individual appointed or elected as a director by the board or the shareholders, as applicable (which may require that the bylaws be amended) and document such action appropriately
- Issue a share certificate and update the share transfer ledger
It appears that you do not have the experience to carry out these tasks properly on your own, so you should retain a lawyer to help you.
This information does not constitute legal advice and does not establish an attorney-client relationship.
I think you can sell him some stock and do an explicit agreement between the company and the third person that he can be called a 'co-founder.' Co-founder is not to my knowledge an official designation, but could be treated as a title like CTO or Vice President, which are typically designated by the board. Hope that helps.
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The role of a "founder" in your ocrporation must be conveyed by a contract since the California Corporations Code only speaks of founders with regards to consideration for issuance of securities. According, an attorney would have to review that agreement. You question about adding a founder "implicitly" makes little sense - do so explicitly if important to your agreement.
Make sure your bylaws have been reviewed and adopted. Make sure whatever shares you think have been issue have been validly issued.
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