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I'm a minority stockholder in a California company, and I live in Colorado. Please help me understand what protections I have.

Denver, CO |

I live in Colorado, and possess stock in a 100% privately owned family company. I'm saddled with accounting fees and taxes to pay every year even though I don't live in Califronia or have any other business interests there. No dividends are forthcoming. The owner will not buy me out, and the anual report does not list his specific salary, benefits, bonuses etc. What can I do to extricate myself from this dilemma?

Attorney Answers 3


  1. You should post this question in the California law area, as you likely will need a California attorney to assist you. There are remedies for minority shareholders in closely held companies who are being "oppressed" by the majority shareholder. You also should have the right to information about the company, depending on the shareholder agreement and California law. Hope this helps.

    You can reach Dave Rich at (303) 886-2516 or dave@flatironlegal.com. Dave Rich is an attorney licensed in Colorado. Answering your questions does not create an attorney-client relationship between us. You should speak with an attorney to whom you have provided all the facts in your case, before you take steps that may impact your legal rights. I am not obligated to answer subsequent emails or phone calls unless you have hired me. I wish you the best of luck with your situation.


  2. Much analysis would depend on the specific facts. What is our percentage of ownership? Are you a director and/or officer in addition to being a shareholder. Corporations are not compelled to declare dividends (subject to the accumulated earnings surtax) but there may be factual issues if everyone is profiting because of salary and bonuses and you are not. Again, all very fact specific and requiring a review of whatever documents you may have. If the company is based in the LA area you may contact me. doland@dolandlaw.com. if not, Avvo has many fine business litigators throughout the state for you to interview.

    The above is general legal and business analysis. It is not "legal advice" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also avvo.com terms and conditions item 9, incorporated as if it was reprinted here.


  3. You clearly need to seek out California counsel to assist you in understanding the complexity of the application of California laws to your situation. You appear to be a minority shareholder in the corp. In California, you have the rights of a minority shareholder and are owed certain duiteis by the majority shareholders, you have inspection rights, and you haverights to an accounting of the corporation income, expenses and assets. These rights need to be interpreted based on the facts of your corporation, and the corporate documents and reports you are receiving.

    Good luck!
    Phillip M. Smith Jr.
    Los Angeles Tax & Business Attorney
    Licensed in the United States Tax Court
    www.culvercitytaxandbusinesslaw.com
    www.corporateattorney.com
    www.worlclasslawyers.com
    Call: 323-292-4116 or 562-505-1004

    THESE COMMENTS ARE NOT LEGAL ADVICE. They are provided for informational purposes only. Actual legal advice can only be provided after consultation by an attorney licensed in your jurisdiction. The answer to question does not create an attorney-client relationship or otherwise require further consultation. Mr. Smith is licensed to practice law throughout the state of California with offices in Los Angeles County. He is authorized to handle IRS matters throughout the United States, and is also licensed to practice before the United States Tax Court. His phone number is 323-292-4116 or his email address is philsmithjr@worldclasslawyers.com.