To what extent is a non-voting preferred shareholder of a privately held C corp entitled to financial information?

Asked 12 months ago - Rockwall, TX

I am currently receiving only un-audited financial information that raises a lot of questions. I have three annual statements that indicate the company is weak and may be for sale. I believe that my investment is in jeopardy; the company will not respond to my inquiries.

Attorney answers (3)

  1. Orsen E. Paxton III

    Pro

    Contributor Level 17

    4

    Lawyers agree

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    Answered . A definitive answer would require a review of the corporation's articles of incorporation, bylaws, stock restriction agreement, and any other instrument you sign at the time of acquisition of the non-voting preferred shares. The Texas Business Organizations Code gives all shareholders a right to reasonable access to the books and records of the corporation but that can be defined by contract. Assuming this is a non-publicly traded corporation, audited financial statements are not required by law. You really need to consult with an a lawyer experienced in corporate governance matters.

    DISCLAIMER: This is not specific legal advice and does not establish an attorney/client relationship.
  2. Steven John Clausen

    Pro

    Contributor Level 15

    Answered . Mr. Paxton has covered the bases in his answer.

  3. Frank Anthony Natoli

    Pro

    Contributor Level 19

    Answered . I agree with my colleagues answer here. Have you tried to access the info by sending a written request for it? Keep in mind as well, that they may not be obligated to furnish anything to you by post or otherwise. That is, you may be required to go to where those records are located to have access.

    Further, you need to consider where the company is domiciled if the question of statutory rights are concerned (assuming your agreement does not speak to this issue). As noted, in TX, you have a right under the corp code, but in some other states that would not be the case automatically.

    You are best advised to have a discussion with a lawyer in private to explore all the facts and circumstances and reach a best course of action.

    Most of us here, including myself, offer a free phone consult.

    Best regards,
    Frank
    Natoli-Lapin, LLC
    (see Disclaimer)

    The law firm of Natoli-Lapin, LLC (Home of Lantern Legal Services) offers our flat-rate legal services in the... more

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