I have 7% share of an s corp, Can majority force me to sell my shares back to them?

I have 7% share of an S Corp, and I am a silent partner. every year I receive a K1 with No distribution check. The majority decided to not distribute any dividends and reinvest any profit made back in the business.
The rest of the share holders want me to sell my shares back, due to a family dispute. Can they force me to sell my shares? Am I entitle to unpaid dividends from Previous years? What determins the fair value of my shares? Am I entitle to 7% of retained earnings?
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Answers (1)

Daniel S. Galligan

Daniel S. Galligan

Contributor Level 3
Unfortunately, I need to answer this question with another question: Do you have a buy/sell or shareholder agreeement? Assuming that you do not have a buy/sell agreement in place, then:

1. You probably cannot be forced to sell your shares (you'd want to confirm that with the laws of whatever State that you're in, but generally, absent an agreement you can't be forced to sell your shares); and

2. unless there is some type of agreement requiring the corporation to make cash distributions to the shareholders to pay for personal tax liability resulting from s-corp operations, the corporation is not required to make such distributions.

In sum (and assuming that you have no buy/sell or other agreement addressing these issues), you probably cannot be required to sell your shares and the company can continue to forego cash distributions. However, if the s-corporation makes any distributions to tis shareholders it must make distributions to all shareholders pro rata (it can't single you out). The price for your shares would be determined by agreement between the parties...usually, an appraiser is brought in to appraise the corporations value. The appraiser may apply a discount(s) to your shares since you own such a small majority (only 7%).

I hope this helps.
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