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CalAttorney2
CalAttorney2, Attorney
Category: Business Law
Satisfied Customers: 10244
Experience:  I am a businesses law attorney, with experience advising and representing owners and investors.
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Ok and THANKS! Knowing is half the battle so while I build

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Ok and THANKS! Knowing is half the battle so while I build funds for representation I'll continue to expand my scope of knowledge, with your information, and build my case.

I wanted to ask you about my rights as a shareholder. Is my understanding correct in that we have rights to certain records by state law that would superseed our bylaws should they prevent such access? I need to know if I have a legal right to corporate records such as general ledgers to understand the income (ha) and expenses of this corporation. I have a strong accounting background and I could at least begin to prepair a forensic accounting.
Also, when it is listed on the agenda for our shareholder meetings that the accounting and tax return of the prior year is to be reviewed is that not also our right to have that information? (regardless of what our bylaws may have stated, state, or may state) I ask this because I cannot seem to get anyone to provide any bylaws past or present.

Attorney William B. :

Dear Customer, the shareholders are entitled to financial documents of the company (they are the company's owners and are entitled to information regarding its financial well being). There are some exceptions, but these truly are exceptions to the rule. i can give you some more specific information if you can provide me with (1) whether your corporation is an S-Corp or a C-Corp, and if it is a C-Corp, whether it is public or private, and (2) what state your corporation is incorporated in.

Attorney William B. :

For some immediate information, here is a link to a helpful article written by a Texas law firm that covers the basic rules and regulations for corporations and requirements for disclosure. While it is drafted with Texas law in mind, the principles are common to all states. http://shareholderoppression.com/right_to_know

Attorney William B. :

I hope that the above information is helpful, if you have any questions, please use the “Reply to Expert Link” and I will follow up promptly. Once you are satisfied with your answer, please rate my service by clicking on the “OK” “GOOD” or “EXCELLENT” buttons, if you believe my service is anything less than “OK” please stop and tell me what additional information or clarification you need to make your experience satisfactory.


If you have any further questions, or if I missed or misunderstood what you were asking, please do ask and I will follow up promptly, You may continue to follow up if further questions arise even after rating my response.

Customer:

Good Morning, sorry for the delay...was working from my cell yesterday and for some unknown reason could not reply. The corp. was established in 1984 this is our sixth year since our S election. It is a private, "family" business in Florida. I'm having trouble getting the bylaws and records I've requested. I feel I should continue to request again... and again...etc. to log my efforts. FIRST, is this wise? Would it be helpful in proving the information is being witheld or could it hurt if I'm following the state's bylaws instead of the corporations in doing so?

Attorney William B. :

Dear Customer, if your bylaws, or other governing documents, provide you with a mechanism to request and receive information you can follow that procedure. The state rules are a fall back in the event that there are no provisions in the governing documents. You should follow the procedures before making the demand as it will be a requirement before you can file any sort of action to pursue the documents in court. I cannot advise you on how many demands or informal requests would be advisable (first I cannot practice law on this site, and second I do not have enough information about the dynamics of your particular corporation to be able to give you a good strategy in any event).

Attorney William B. :

I understand the frustration of trying to use the internet based chat function through a hand held device, please do not hesitate to follow up as necessary and I will make sure to get back to you as quickly as possible.

Customer:

Thank you. I understand you cannot advise, forgive me if I frame my questions incorrectly. I know I need to follow our bylaws but I cannot yet get them to respond with them. My mail is being refused. This is why I'm trying to learn if I can request them along with the other records using the state's provision for requesting documents or if this is counter productive?

Attorney William B. :

I doubt this is counter-productive, it is duplicative, but it would not hurt from a legal perspective.

Customer:

Thank you :-)

CalAttorney2 and 2 other Business Law Specialists are ready to help you

Dear Customer,

Thank you for the kind rating, it is greatly appreciated. I wish you the best of luck with this matter. If you have further questions regarding this type of issue, or any other legal matter, please do not hesitate to use our service in the future. You may post a question for any of our experts in general, or to me directly by titling your question “To CalAttorney 2…” or using the link: http://www.justanswer.com/law/expert-wdb-esq/

Best regards, and thank you,

Bill