Who can sign for a donor?

The donor must sign unless a power of attorney or authorized agent is specified in the agreement; include written proof of authority to avoid broker rejection.

Is notarization required?

Notarization is usually not required by law for stock gifts, but brokers frequently demand a medallion signature guarantee or corporate authorization in lieu of a notary.

Can I eSign this agreement?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention are satisfied.

Do I need to file Form 709?

File Form 709 if the aggregate gifts to any recipient exceed the annual exclusion for the year; consult a tax advisor for thresholds and timing.

What if the broker rejects the transfer?

Obtain broker rejection reasons in writing, correct the specified deficiencies (name, guarantee, form), and resubmit promptly to avoid market moves affecting value.

How long should I keep records?

Retain executed agreements and transfer confirmations at least until the statute of limitations period for related tax returns expires (generally 3 years under IRC §6501, longer in cases of understatement or fraud).

Electronic Signature
Templates
Legal
Legal Stock Gift Agreement

Legal Stock Gift Agreement

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LEGAL STOCK GIFT AGREEMENT

This Stock Gift Agreement (the Agreement) is made as of by and between Donor Name: with address: and Recipient Name: with address: .

RECITALS

WHEREAS, Donor is the lawful owner of shares of capital stock of Issuer: , of the class: ; and

WHEREAS, Donor desires to make an absolute, unconditional gift to Recipient of the number of shares set forth below, and Recipient desires to accept such gift on the terms set forth herein.

WHEREAS, the parties intend that this transfer constitute a gift for all legal and tax purposes and that no consideration shall be paid by Recipient in exchange for the shares.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the parties agree as follows:

1. GIFT AND TRANSFER

1.1 Gift. Donor hereby gives, grants and transfers to Recipient, absolutely and without consideration, shares of , class (the Shares), effective as of .

1.2 Delivery. At or before the Closing, Donor shall deliver to Recipient (a) the stock certificate(s) evidencing the Shares, if any, accompanied by duly executed stock powers or endorsements in blank, and (b) any documentation reasonably necessary to effect the transfer on the books of the Issuer or through a securities intermediary in accordance with Section 4 below. Certificate numbers and any legends:

2. CLOSING; TRANSFER INSTRUCTIONS

2.1 Closing. The closing of the transfer (the Closing) shall occur upon delivery of the items described in Section 1.2 and the recording of the transfer on the books of the Issuer or receipt by Recipient's securities account. The parties shall cooperate and execute such documents as reasonably required to effectuate the transfer.

2.2 Transfer Instructions. Transfer of certificated or uncertificated Shares shall be effected as follows (specify broker, account, DTC number or physical delivery instructions):

3. REPRESENTATIONS AND WARRANTIES OF DONOR

Donor represents and warrants to Recipient, and acknowledges that Recipient is relying thereon, that: (a) Donor is the sole legal and beneficial owner of the Shares and has good and marketable title to the Shares, free and clear of any lien, pledge, security interest, mortgage, claim or encumbrance; (b) Donor has full right, power and authority to transfer the Shares as a gift; (c) the execution, delivery and performance of this Agreement by Donor will not violate any agreement, judgment, order or restriction applicable to Donor or the Shares; and (d) no approval of any third party is required to effectuate the transfer except as disclosed in writing to Recipient.

4. REPRESENTATIONS AND COVENANTS OF RECIPIENT

Recipient represents and warrants to Donor that Recipient has the full power and authority to accept the gift of the Shares and agrees to accept the Shares subject to any restrictions on transfer (including restrictive legends, rights of first refusal, shareholder agreements and applicable securities laws). Recipient covenants to provide any information requested by Issuer to effect the transfer and to comply with resale restrictions, if any.

5. TAX TREATMENT; WITHHOLDING

Donor acknowledges that the transfer is intended to be a gift for federal and state tax purposes and that Donor shall be solely responsible for any gift, estate or other taxes arising from the transfer. Recipient shall have no obligation to indemnify Donor for Donor's gift tax obligations. To the extent any transfer taxes, documentary fees or similar charges are payable in connection with the transfer, the parties shall pay such amounts as set forth herein:

6. INDEMNIFICATION

Donor agrees to indemnify, defend and hold harmless Recipient from and against any loss, liability, cost or expense (including reasonable attorneys' fees) arising out of any breach of Donor's representations, warranties or covenants herein. Recipient agrees to indemnify Donor for any liability arising from Recipient's acceptance or subsequent disposition of the Shares in breach of this Agreement or applicable law.

7. RESTRICTIVE MATTERS; COMPLIANCE WITH LAW

If the Shares are subject to any restrictions on transfer, restrictive legends, or a shareholder agreement, Recipient agrees to be bound by, and not to remove, any such restrictions until such restrictions are properly released under the relevant agreement or law. The transfer shall be subject to compliance with applicable securities laws; the parties shall execute such documents as Issuer reasonably requires for compliance.

8. NOTICES

All notices, demands or communications required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), nationally recognized overnight courier, or other reliable delivery service, addressed as follows:

Donor Notice Address: Recipient Notice Address:

9. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

10. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising under this Agreement.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other provision of this Agreement, and such invalid or unenforceable provision shall be reformed only to the extent necessary to make it valid and enforceable while preserving the parties' intent.

12. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding and admissible in evidence.

13. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. The parties acknowledge that they have read and understand this Agreement, have had the opportunity to obtain independent legal and tax advice, and enter into this Agreement voluntarily.

Donor:

By:

Date:

Recipient:

By:

Date:

What a Legal Stock Gift Agreement Covers

A Legal Stock Gift Agreement is a written contract documenting the voluntary transfer of shares from a donor to a donee without monetary consideration. It identifies the parties, describes the securities by class and number, specifies delivery and transfer mechanics, records tax representations, and sets an effective date. The agreement can also allocate liability for transfer fees, specify whether a medallion signature guarantee or broker transfer form is required, and include governing law and dispute-resolution clauses to reduce ambiguity during settlement and reporting.

Why a Formal Stock Gift Agreement Matters

A written agreement clarifies intent, supports correct broker processing, preserves tax documentation, and reduces transfer disputes. It creates an evidentiary record for gift-tax reporting and helps ensure the donor’s instructions meet corporate and brokerage transfer requirements.

Who typically prepares and signs these agreements

Several parties commonly use a Legal Stock Gift Agreement to document transfers and protect interests.

Individual donors and family members — To document personal gifts of publicly traded or privately held shares.
Nonprofit organizations and charities — To accept stock donations and obtain donor representations for tax acknowledgment.
Corporate transfer agents and brokers — To effect ledger changes and confirm transfer authority and guarantees.

Tailor the form to whether the transfer is between individuals, from an individual to a nonprofit, or between corporate entities; requirements differ by recipient and brokerage.

Primary signatories and their roles

Donor

The individual or entity transferring shares. The donor must provide accurate legal name, taxpayer identification, number and class of shares, and any required signatures or medallion guarantees. Clear donor identification avoids rejected transfers and potential backup withholding.

Recipient

The donee (individual, trust, or charity) who receives the shares. The recipient must accept the gift in writing, confirm account details for delivery, and provide any necessary documentation for tax-exempt status or broker onboarding.

Core elements to include in a professional agreement

A complete Stock Gift Agreement groups critical legal, tax, and transfer mechanics into discrete sections so brokers, recipients, and tax preparers can act without ambiguity.

Parties and Recitals

Identify donor and recipient by full legal name, entity type, and address; include recitals describing the purpose of the transfer and whether it is irrevocable or conditional.

Stock Description

Specify issuer name, CUSIP if available, class of shares, and exact share count or fraction to avoid processing errors at transfer agents and brokerages.

Transfer Mechanics

Detail delivery method (certificate, book entry), required medallion signature guarantee, broker instructions, and effective delivery date for ownership and tax purposes.

Tax Representations

Include donor statements about gift intent and whether Form 709 will be filed; note who bears gift-tax reporting responsibility and any basis carryover instructions.

Warranties and Indemnities

State that donor owns the shares free of liens and will indemnify recipient for third-party claims or transfer failures attributable to donor misrepresentation.

Signatures and Authentication

Include signature block, date, and space for medallion guarantee or notarization if required by the receiving broker or corporate transfer agent.

Step-by-step: completing the Stock Gift Agreement

Follow these steps to prepare, sign, and submit a stock gift so transfer agents and brokers can process without delay.

01

Prepare Document: Draft agreement, include stock details and tax representations.
02

Confirm Broker Requirements: Verify if medallion guarantee or transfer form is needed.
03

Sign and Authenticate: Execute signatures; obtain medallion guarantee or notary if required.
04

Deliver to Broker: Send agreement and share delivery instructions to transfer agent or broker.

How to customize an online signing workflow

Configure a digital workflow to collect signatures, attach a medallion guarantee placeholder, and route copies to tax and legal contacts.

Field	Configuration
Signature Field	Require donor signature and date
Attachment Field	Allow upload of broker transfer forms
Conditional Note	Show medallion block only if 'Broker transfer' selected
Recipient Routing	Copy broker, donor attorney, and tax preparer automatically

Where to send the signed agreement after execution

After signing, route the executed agreement to the parties who will complete the transfer and retain records for tax purposes.

Broker / Transfer Agent: Receive executed agreement and any medallion guarantee to effect ledger transfer
Recipient's Account: Deliver book-entry instructions or certificate endorsement for deposit
Donor's Tax Advisor: Provide copy to prepare Form 709 if required
Record Retention: Store executed copy for audit and basis tracking

Digital signing and file-format compatibility

Use platforms that support common formats and integrate with broker and accounting systems.

File Formats: PDF, DOCX, and signed PDF/A to preserve signatures and metadata
Integrations: Connectors for Salesforce, NetSuite, Google Workspace, and Box streamline routing
Audit and Security: Time-stamped audit trail, TLS encryption, and AES-256 at rest

Key timing and tax reporting deadlines to watch

Timing affects tax reporting and ownership. Note these common deadlines and triggers that can require additional filings.

Effective Date vs Delivery:

Effective date governs ownership; delivery to broker determines settlement timing

Gift Tax Return (Form 709):

File Form 709 if gifts to any recipient exceed the annual exclusion amount for that year

Basis Tracking:

Retain records to establish donee's basis for capital gains when sold

Broker Reporting:

Broker may report transactions to IRS and the recipient, depending on transfer and sale

Medallion Timing:

Obtain medallion guarantee before broker-cutoff dates to avoid rejection

Common mistakes that delay transfers

Using an incorrect or abbreviated legal name that conflicts with brokerage records and causes rejection.
Omitting medallion signature guarantee or assuming notarization is an acceptable substitute to broker requirements.
Failing to list exact share class or CUSIP, which prevents the transfer agent from matching the security.
Not routing a copy to the donor’s tax advisor, creating gaps for timely Form 709 preparation if required.

Potential penalties and legal risks

Gift-Tax Reporting: Failure to file Form 709 when required may trigger IRS penalties and interest under IRC §6721

Backup Withholding: Incorrect TIN or mismatched names can lead to 24% backup withholding

Transfer Rejection: Broker rejection may result in lost market opportunity or forced sale at unfavorable prices

Third-Party Claims: Inadequate warranties can expose donor or recipient to indemnity claims

Audit Exposure: Incomplete records increase the risk and duration of IRS examination

Invalid Transfer: Missing required medallion or corporate authorization may render the transfer legally ineffective

How a Stock Gift Agreement differs from related instruments

Choose the correct document: a Stock Gift Agreement documents intent and terms, while other forms effect transfer or provide limited authorization.

Criteria	Stock Gift Agreement	Stock Power Form
Purpose	document terms	transfer instrument
Tax Content	yes, includes tax reps	no, pure transfer
Broker Acceptance	often accepted	commonly required
Signature Guarantee	sometimes required	frequently required

Comparison: eSignature solutions for signing stock gift agreements

Compare starting prices and key features that matter when you need secure signatures, audit trails, and optional HIPAA or BAA support. signNow is listed first for easy vendor comparison.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial, no credit card required	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes (Business Premium)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA available)	Yes	Yes	No	No

Real-world examples of eSigned legal documents

Organizations across sectors use eSignatures to execute legal agreements and move funds or assets without in-person meetings.

Martin Properties — Tim Martin

Martin Properties needed remote execution for multiple legal documents including transfer authorizations.

The team moved to online signing for faster turnaround.
I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently.

Fertility Centers — John Butler

A healthcare provider required signed authorizations and acknowledgments across sites.

They centralized execution with secure workflows and audit trails.
The airSlate SignNow team has been exceptional, responsive, the API has been great, and we're extremely happy that we chose airSlate SignNow as a company.

How to download and preserve executed agreements

Export signed documents in formats that maintain signatures, metadata, and audit trails for long-term storage and regulatory compliance.

Signed PDF/A

Export a signed, tamper-evident PDF/A with embedded audit trail for secure archival and reproduction

Standard PDF

Download a ready-to-share PDF for brokers and recipients while preserving visible signatures and timestamps

DOCX Export

Keep an editable copy for amendments or to prepare follow-up documentation

Audit Log CSV

Export signer audit history (IP, timestamps, events) for compliance and internal recordkeeping

Tips to speed processing and reduce risk

Apply these practical steps to minimize rework and ensure broker acceptance.

Verify broker transfer rules early

Check whether the receiving broker requires a medallion signature guarantee, specific transfer form, or additional documentation before execution.

Use precise stock identifiers

Provide issuer legal name, CUSIP/ticker, class, and exact share count to prevent matching errors at the transfer agent.

Coordinate tax reporting

Discuss gift-tax responsibility with the donor’s tax advisor to determine whether Form 709 must be filed and who will prepare it.

Keep an auditable trail

Retain signed documents, transfer confirmations, and broker correspondence to support basis tracking and any future audits.

Frequently asked questions about Stock Gift Agreements

Answers to common questions about authority, notarization, tax reporting, and electronic signing for stock gifts.

Need help? Contact support

Who can sign for a donor?
The donor must sign unless a power of attorney or authorized agent is specified in the agreement; include written proof of authority to avoid broker rejection.
Is notarization required?
Notarization is usually not required by law for stock gifts, but brokers frequently demand a medallion signature guarantee or corporate authorization in lieu of a notary.
Can I eSign this agreement?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention are satisfied.
Do I need to file Form 709?
File Form 709 if the aggregate gifts to any recipient exceed the annual exclusion for the year; consult a tax advisor for thresholds and timing.
What if the broker rejects the transfer?
Obtain broker rejection reasons in writing, correct the specified deficiencies (name, guarantee, form), and resubmit promptly to avoid market moves affecting value.
How long should I keep records?
Retain executed agreements and transfer confirmations at least until the statute of limitations period for related tax returns expires (generally 3 years under IRC §6501, longer in cases of understatement or fraud).

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