Hi, a couple of years ago, a friend an I came with a product Idea and started a startup. I am in the U.S and my friend is in canada. The legal entity was registered in canada.

We developed a prototype and got some investors. They provided ~$350k in exchange for 10% of the company. We don't pay ourselves any salaries or anything and there is no sales. I don't think the company has any future and we burned the cash on prototypes and hiring services to help develop the product. As of now i have a job and want to dedicate myself to my job and don't bother anymore with the company. I own ~45% of the company. There is about ~$10k left in the bank and my friend and owner of the other 45% wants to carry on. I don't and i want to retire from that. I want to give up my shares either back to the company or to my friend that owns 40% or donate them or whatever, but i just want to step out. Note that there is no legal obligations with the investors.

Note that the company doesn't have any sales or any products on the market

I talked to the lawyers in canada, and they say that it is possible for me to give up the shares to anyone else in the company or to the company entity as a whole. As the company is not based in U.S they recommended me to have tax advice in the U.S to understand the implications of giving up the shares.

I have absolutely no idea on what to expect, any guidance will be appreciated. One other option is to wait until the company dies and shuts down. Please provide any guidance.

aslongas you want to give up your shares either back to the company or to your friend in CANADA then you need to file form 709 with the IRS aaslognas the gist excedds $14K or $28K if you are married; A taxation rule that allows a married couple to split a gift's total value as if each contributed half of the amount. Gift splitting allows a couple to increase their total gift tax exemption amount by combining individual allowances. For gift splitting to be official, both spouses must agree to the gift and specify the situation when filing taxes. In 2016, the gift tax exemption was set at $14K per individual gift annually. Gift splitting allows a couple to donate a total of $28K before being taxed on the contribution