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Have no buyout agreement for a business.
Minneapolis, MN
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Posted 7 months ago in Partnership
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Our family business has been in an open estate for 10 years now. The business was left to myself and 3 siblings with equal shares (s-corp). All four of us work in the business. The estate administrator is a lawyer. Here's the problem, the shares were distributed and there was never any provisions made for a buyout for retirement, or wanting out, etc., I would like to be bought out, but the other three won't buy me out and say they don't have to because there's no buyout agreement. There is never an annual shareholders meeting, etc.,This has been very frustrating, and I'm wondering how the estate lawyer could issue shares without drafting an agreement for a buyout, knowing full well that eventually shareholders need to sell, etc., What are my options, if any.
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Answers (1)
Lev Konstantyn Martyniuk
This attorney is licensed in Indiana and 1 other state.
Posted 7 months ago.
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I am not your attorney and you should get one if you want to get some truly relevant advice that fits your situation and the financial status of the corporation.
The Estate has no obligation to prepare, negotiate, etc. a buy/sell agreement for shareholders unless the attorney for the Estate was specifically instructed to do so AND the 4 of you had indicated the basic terms of the buyout. Buyouts are complex. There's no "standard" agreement. It's all personal and each deal has its own wrinkles and turns. Your basic options are to (1) offer the shares to your siblings at a discount price to incentivize them to buy; (2) try to sell the shares to a 3rd party (doubtful you'll find someonw however), and (3) become a corporate nuisance. Demand shareholder meetings and make it clear to your siblings that you want to conduct the corporate according to proper corporate formalities unless they buy you out. There may also be statutory rights in MN. You need to schedule a meeting with a MN lawyer. Good luck. |
