What are the rules for issuing stock?

In New Jersey, stocks must be issued and purchased through a broker-dealer or a registered broker-dealer. Per the New Jersey Uniform Commercial Code (UCC), the issuer must first establish the number of authorized shares that can be issued, the rights of the shareholders, and the terms of the issuance. These terms must be stated in a written document known as the Articles of Incorporation, which must be filed with the state. Additionally, the shares must be registered with the state if there is a public offering. The issuer must specify the class of stock and any terms related to the stock, such as voting rights and dividend payments. The terms of the issuance must also be registered with the state for public offerings. The issuer may issue stock through a public offering or through a private placement. A public offering is registered with the Securities and Exchange Commission (SEC) and must include the filing of Form 10-K and the prospectus. If the stock is being privately placed, it must be registered with the SEC through Form 8-A and must provide the same information as when issuing publicly. Another important rule is that stock may only be issued for consideration, meaning that the person receiving the stock must give something of value in return. This consideration can be cash, property, services, or a combination of these. Finally, stock certificates must be issued to each shareholder, specifying the number of shares and the class of stock. The certificates must also include the date of issue and the signature of the officer or director of the issuer.

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