C Corp Investment Documents

What the appropriate documents needed for one to buy into a (Delaware) C Corp (private)?

What are the documents that the Company needs to issue in order to confirm the investment?

I'll discuss this from the corporation's perspective, since that usually is the party that I represent. Assuming that the corporation has been properly formed and all documentation to date is in order, the basic documents that I typically prepare (there may be more) include the following:

• Unanimous Written Consent setting forth a resolution by which issuance of shares is authorized in exchange for the investor's payment of a specified amount. (If the corporation does not have enough authorized but unissued shares, the Articles / Certificate of Incorporation must be amended to increase the number of authorized shares.)
• Stock Purchase Agreement setting forth the number of shares and the purchase price, warranties and representations, closing conditions, share transfer restrictions, etc., to be signed by the investor and by the president and the secretary on behalf of the corporation.
• Share Certificate to be signed by the president and secretary and given to the investor.
• Updated Share Transfer Ledger identifying each shareholder, number of shares held, date acquired, amount paid and certificate number.

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

If it's a simple ownership purchase, you would need your name on the share certificates. If the % of ownership is materially large, this purchase would need to be documented as adopted in the shareholders and the board of directors meeting minutes, signed off by the secretary.

If it's beyond just share purchases and you're also getting a board seat or something, that too will need to be documented in the meeting minutes. Check that the expansion fits within the articles of incorporating to avoid incompatible scenarios. (eg: X # of board seats).

I'm sure there will be a lawyer involved in the sale of an C corp, so please use them too.