Corporate Law New Company: shares question

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Gumpy

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Hello, I have a question…

A friend and I started a business a while back and decided to get incorporated so that we can seek some investors. We paid a third party company to get us incorporated in Delaware. However the company we hired dropped the ball and did not complete everything so I am left with trying to figure everything out. I am listed on all the certificate of incorporation as the incorporator and my partner is listed as director of corporation for first year.

Now my question is pertaining the shares, we specified the minimum amount of shares but never received our share certificates or seals. It's supposed to be 60/40 split but I am not clear that we have actually split the shares between us yet. How can I tell? If the shares have not been given out yet then technically do either one of us have any? If not what do we need to do next?

Also my friend has stated that he may not want to continue due personal reason, so if we have not divided the shares yet does my friend have stake in the company?

Thanks
 
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You will need a corporate attorney to draft a document stating the shares to each and what happens to those shares if one of you were to leave the company. To protect you and your company, I believe that you should have your attorney state that the "company" has at least 90 days to buy the stock before it can be available to be sold to an outside party. Good luck.
 
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