If you have a small company with (2 shareholders) 5,000 out of 10000 shares have been issued. And the shareholder holding 10% is buying an additional 10%, how would you structure the transaction? I’m thinking to issue 800 more shares, increasing both holders to have the 80/20 split

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If there are 5000 shares outstanding, and one shareholder holds 10% (i.e, 500 shares), then assume the other shareholder holds 90% (i.e, 4500 shares)?

If so, and if the intent is to make the minority shareholder a 20% holder (with the majority shareholder diluted to 80%), couldn’t you just issue the minority shareholder 625 more shares?

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If you issue the minority shareholder new shares to increase their interest to 20%, you have to make sure that valid consideration is paid TO the corporation (otherwise the shares will not have been validly issued). If, instead, the majority shareholder intends to transfer a portion of their shares to the minority shareholder, then the purchase price can (and should be) paid to the majority shareholder. What is the intention of the parties, in terms of who or what the recipient of the purchase price should be.

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It’s a math problem. If buying from the company, then the math is:

20% of shares = 4500 + 500 + additional number is shares issued to get the minority shareholder to 20%

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Associate 1 got it btw.

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It was the math that was tripping me up. Thank you all!

Valid monetary consideration is being paid for the minority shareholder’s share issuance but only services being provided for the majority holder.

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