My question involves business law in the state of: Delaware.
We have a C corp in the state of Delaware. It is just me and my friend doing our tech startup as a hobby.
According to our Founder's Agreement the shares delegated to the Founders partially vest as of last year. Can we not issue shares if we both agree? If we issue shares as per the Founder's Agreement, there will be a huge franchise tax for Delaware (around 25% of 5,000,000 shares would partially vest). This would be a burden to our company because it doesn't yet have any revenue. Would the state of Delaware or the IRS object to us not issuing shares even though our Founder's Agreement said we were going to?