Maintaining a Stock Ledger to Protect Your Corporate Veil

By Garrett Sutton, Esq.

I frequently mention documents that you need to maintain to protect your corporate veil. Maintaining your stock ledger is another way to help protect your veil, which protects your assets. Read on to learn more about a stock ledger.

When stock is issued, it needs to be recorded in a stock ledger. The information in the ledger should include:

• Stock certificate number
• Number of shares
• Shareholder to whom shares were issued
• Address of shareholder to whom shares were issued
• Date of issue
• Amount paid for the shares
• A notation covering the history of the transfer of stock (i.e. why it was transferred)

Some states require two ledgers to be kept—one that records the original issuance of the share and a second that records the number of shares each shareholder owns. That second ledger can be used to determine the numbers of shares owned by each shareholder.

Other states require a copy of the stock ledger be kept by the corporation’s registered agent. Check with your professional team to make certain you’re following the rules for your state. Improperly kept stock ledgers can lead to your corporate veil being pierced. Enough said.

For more information on stock ledgers, document retention and maintaining your corporate veil, read my book, Run Your Own Corporation.