Since your Michigan corporation’s shares only exist on a ledger (meaning they are “uncertificated”), the transfer to your Wyoming Statutory Trust (WST) is even cleaner. You don’t have to worry about losing physical paper or “canceling” a certificate.
In Michigan, the Business Corporation Act (MCL 450.1336) allows for this. Here is your step-by-step “doctrine” for moving those ledger-only shares:
1. The “Notice of Transfer” (The Written Statement)
Since there is no physical certificate to hand over, Michigan law requires the corporation to send a written statement to the new shareholder (the Trust) within a reasonable time after the transfer.
- What to do: Draft a formal letter from the Corporation to the Trust.
- What it says: “This letter serves as notice that 100% of the shares of [Michigan Corp Name] have been transferred to [Name of WST] as of [Date]. These shares are uncertificated.”
2. The Internal Ledger Entry
This is the most important legal step for uncertificated shares. Your “Stock Ledger” is the definitive proof of ownership.
- The Edit: Create a new line item in your ledger.
- The Entry: * Shareholder: [Your Name], Trustee of [WST Name]
- Date of Transfer: [Today’s Date]
- Number of Shares: [e.g., 1,000 or 100%]
- Certificate Number: Mark this as “N/A – Uncertificated” or “Book Entry Only.”
3. The Assignment of Interest
Even without a certificate, you still need a document that proves you (the individual) gave the shares to the Trust.
- The Document: Use an Assignment of Uncertificated Shares.
- The Text: “I, [Your Name], hereby assign and transfer all my right, title, and interest in [Number] shares of [Michigan Corp] to [WST Name].”
- Why it matters: If a creditor ever tries to say the transfer wasn’t real, this signed and dated assignment is your evidence.
4. The 2026 “Privacy” Check (FinCEN BOI)
Because you are the sole owner, the federal government’s Corporate Transparency Act requires you to report this ownership change.
- Action: Go to the FinCEN BOI E-Filing website.
- Update: Change the “Legal Entity Owner” from your name to the name of your Wyoming Statutory Trust.
- Note: You will still be listed as the “Beneficial Owner” (the human in control), but the legal owner will officially be the Wyoming entity.
5. Why this is “Proudly Private”
In Michigan, the Annual Report you file with the state usually asks for Directors and Officers, but it does not typically ask for the names of the shareholders.
- The Result: On the state’s public website, people see you as the “President” (the person running the show), but they cannot see that a Wyoming Trust actually owns the company.
- The Benefit: If someone sues you personally, they search for assets in your name. They see “President” of a company, but they don’t see “Owner.” When they try to seize the shares, they hit the Wyoming Statutory Trust—which is a separate legal person under Wyoming law.
Your Final “Doctrine” Folder
Keep these four things together in your corporate minute book:
- Original Michigan Articles of Incorporation.
- The Signed Assignment of Uncertificated Shares.
- The Updated Stock Ledger (showing the WST as owner).
- The 2026 BOI Confirmation Receipt from FinCEN.