small business minority owner's rights

[adjusterjack]

The company doesn't have to buy your shares unless there is a corporate document that says it's required to. You have not said one way or the other whether there is such a requirement so I'll assume that there isn't.

Now answer these questions. How many other owners are there and what percentage of the company do each of them own?

Answer something like this: I own 20%, Joe owns 40%, Sam owns 40%. You get the idea, I hope.

 

[zddoodah]

Please don't post new information within a quote box. It makes it very hard to see that you have added anything.

1. Do you currently own 20% of the shares of the corporation? Yes or no?

yes

Then you have the same rights as any shareholder of a non-publicly traded company. Please review my most recent response in this thread (post #18). What (if anything) do your corporation's by-laws say about a minority shareholder who wants to sell his/her shares?

2. What makes you think you have any right or ability "to recover [your] 20%"?

I invested 15 years of service as an officer of the company

Ok, but you didn't do that out of the goodness of your heart, right? You received compensation over the past 15 years, right?

and paid money for what I thought was part ownership of the company

And, according to you, you have part ownership of the company. You own 20% of the shares. Perhaps you were confused when you made your investment and appear still to be confused, but buying corporate shares does not guarantee any return. Folks who buy shares of corporate stock often lose money, and sometimes they lose a lot of money. If, at the time you bought your shares, you were under the impression that, at some unknown time in the future, you'd be entitled to recover your investment, then you were misinformed.

and took the responsibility to pay taxes for 15 years.

Pay taxes using the corporation's money? Or did you pay the taxes with your own personal funds? If the latter, why would you do that without securing an agreement for reimbursement?

My name and credit was used to secure loans and vendor credit.

That's completely standard for shareholders of small corporations and doesn't entitle you to anything. Now that you've left the company, have you notified the creditors that you are revoking your personal guarantees for any future indebtedness?

 

[zddoodah]

Now answer these questions. How many other owners are there and what percentage of the company do each of them own?

The OP answered the question about his/her percent ownership in post #20 -- buried within a quote box, so it was easily missed.

 

[jesse2109]

The OP answered the question about his/her percent ownership in post #20 -- buried within a quote box, so it was easily missed.

I apologize.
I paid taxes out of my personal account. I figured it was required by law and as directed by accountant.
"Now that you've left the company, have you notified the creditors that you are revoking your personal guarantees for any future indebtedness?" I don't understand??

By-laws that again I never signed nor was my name ever added say that 90 days notice for the other parties to purchase and then I can sell to anyone but if I find a buyer I have to give the other parties 90 day notice for last right to purchase.
(I don't know if you saw this)
I had an attorney for a year and all that was achieved was an analysis of 4 years of taxes to determine the "value" of the company, a demand letter was sent and ignored. We were told if we could a find a buyer, then sell them. We reduced the offer and was told that was more reasonable. That was in December 2019 and we have been put off or ignored. The only choice I was told was to get a litigator and he was in the adjacent office and to file suit. He said the only choice was to file a malfeasance law suit and that I needed proof. My question to him and to you is what access to documents do I have? I know a lot of the malfeasance that occurred but I don't have "proof" that goes back to the document requeast.
He said that he could not help me and turned me away.

 

[zddoodah]

"Now that you've left the company, have you notified the creditors that you are revoking your personal guarantees for any future indebtedness?" I don't understand?

If you personally guaranteed a one-time loan to the corporation, then that's a done deal. You're on the hook until the loan is paid, and you can't do anything to change that.

However, if you personally guaranteed a credit card, you can revoke that guarantee at any time. Revoking the guarantee won't get you off the hook for any charges already incurred, but it should get you off the hook for any new charges.

By-laws that again I never signed nor was my name ever added say that 90 days notice for the other parties to purchase and then I can sell to anyone but if I find a buyer I have to give the other parties 90 day notice for last right to purchase.

First, I have no idea what access to documents you have. Second, it sounds like you have no practical way of selling your shares. That's unfortunate but not uncommon. If your state makes it mandatory for the corporation to buy back your shares, then it seems you'll have to sue to make that happen. You're going to need to consult with a local attorney about that because I don't know anything about your state's laws in that regard.

 

[adjusterjack]

The OP answered the question about his/her percent ownership in post #20 -- buried within a quote box, so it was easily missed.

I saw that. I want to know what the split is between the other owners.

 

[jesse2109]

If you personally guaranteed a one-time loan to the corporation, then that's a done deal. You're on the hook until the loan is paid, and you can't do anything to change that.

However, if you personally guaranteed a credit card, you can revoke that guarantee at any time. Revoking the guarantee won't get you off the hook for any charges already incurred, but it should get you off the hook for any new charges.



First, I have no idea what access to documents you have. Second, it sounds like you have no practical way of selling your shares. That's unfortunate but not uncommon. If your state makes it mandatory for the corporation to buy back your shares, then it seems you'll have to sue to make that happen. You're going to need to consult with a local attorney about that because I don't know anything about your state's laws in that regard.

"If your state makes it mandatory for the corporation to buy back your shares"
Can you direct me to where to find this information?

 

[adjusterjack]

"If your state makes it mandatory for the corporation to buy back your shares"
Can you direct me to where to find this information?

Here's the statute. You're going to have to read all of it:

https://law.lis.virginia.gov/vacodepopularnames/virginia-stock-corporation-act/

Meantime, please answer my ownership question.

 

[MosheStrugano]

Minority owners generally have assured rights as a shareholder, which are often draw in the business' operating agreement. These rights generally include getting a proportionate share of proceeds if the business is sold or dissolved.