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Daniel Solutions
Daniel Solutions, Attorney
Category: Business Law
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Experience:  Practicing attorney
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What are minor shareholders rights & responsibilities w

Customer Question

What are minor shareholders' rights & responsibilities within an S corp in pennsylvania
Submitted: 3 years ago.
Category: Business Law
Expert:  Daniel Solutions replied 3 years ago.

Hello,

 

First let me say I do not know exactly what you already know in regards XXXXX XXXXX question so if you have more specific questions after reading my response just let me know. However, if I have answered your question then please click accept.

 

 

Like a Pennsylvania C Corporation, a Pennsylvania S Corporation is recognized by the law as an individual entity, separate from its shareholders (owners), many times treated as a human being. A Pennsylvania S corporation shareholders enjoy limited liability for the debts, obligations and liabilities incurred by the business as well as liability stemming from possible legal action. Protection of shareholders’ personal assets is one of the major reasons Pennsylvania business owners choose to incorporate. Normally, shareholders cannot lose more than the amount they invested in the corporation. If the corporation goes bankrupt, the shareholders will not be liable for its debts. Should someone sue the corporation and the corporation is found liable, they can take the corporation’s property to satisfy the judgment but if that property does not satisfy the judgment, they will not be able to take a shareholder’s personal assets, i.e. home, car, or bank account.

Customer: replied 3 years ago.
Hello Daniel,

To be more specific, currently there are 4 shareholders within this particular S corp, 3 of them are from the same family, combined, owning 80% of the share. My family owns 20% of the share. Other three shareholders are listed with the state with various officer/board of director titles, where either I nor my family is listed. My concern is that recently, they've been making financial decisions that benefits mostly themselves, definitely have conflict of interests, where none of us have signed any type of shareholders agreement when the S corp was formed. They do 'vote' on each motion, but they always will majority of the votes, and the motion gets carried thru.

My other concerns is the tax liability. Simply because my family have tried, but have no control over the finances, will they be held liable if either the State or the Federal places liens against the S corp?

Thanks
Expert:  Daniel Solutions replied 3 years ago.

Okay, now I understand.

Part of the problem you face is that you do not have majority and unless you can prove their actions go against the purpose of the corporation, are criminal or damages the value of the corporation then you are stuck with their decisions unless you can obtain majority control. If their actions do violate in one of the ways I just mentioned then you can sue the corporation and the board members personally for their actions to either obtain money damages, force them out of membership status and or dissolve the corporation.

 

Regarding taxes you and your family would be held liable up to the extent of your investment in the corporation. Worse case you can lose you value in the corporation but not lose your personal property like car, house, etc...

Expert:  Daniel Solutions replied 3 years ago.
Okay, now I understand.

Part of the problem you face is that you do not have majority and unless you can prove their actions go against the purpose of the corporation, are criminal or damages the value of the corporation then you are stuck with their decisions unless you can obtain majority control. If their actions do violate in one of the ways I just mentioned then you can sue the corporation and the board members personally for their actions to either obtain money damages, force them out of membership status and or dissolve the corporation.



Regarding taxes you and your family would be held liable up to the extent of your investment in the corporation. Worse case you can lose you value in the corporation but not lose your personal property like car, house, etc.....

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