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Thomas McJD
Thomas McJD, Attorney
Category: Legal
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Experience:  Legal Expert
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I invested $5,000 into a company June 2009 with 3 other investors.

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I invested $5,000 into a company June 2009 with 3 other investors. I resigned as acting Secretary in Nov 2012. The 3 other officers want to buy back my stock ownership (25%) for $1,000 and would make this transaction effective Jan 1, 2013 which will absolve me of any tax liability for 2013 and allow me to claim $4,000 as a capital loss on my 2013 taxes. This offer is equitable under the circumstances since the company has no property or value at this time. My question - since I'm stockholder am I legally and financially liable for the corporation unless I sell back my ownership? What would you do? I don't feel this is a fair offer. The company offers seminars for Physical Therapists, Massage Therapists, and Naprapaths for continued education (CEU's) credits as required bi-yearly. I have organized 30 seminars and never received a cent which is understandable since we were a new company. I lost interest and just want out.

TMcJD :

Hi, I will be happy to assist you, and it is my goal to make you a very satisfied customer! This may take a few minutes, so thanks for your patience.

TMcJD :

Stock/shareholders are generally not liable for corporate liabilities -- that is the limited liability protection that is afforded the owners of a business that operates as a corporation. The corporation and its owners have a separate legal existence and the stockholders generally do not acquire any liability for corporate matters without personal guarantees, intentional misconduct, etc.

TMcJD :

As a small corporation and you not serving in any director/officer/employee capacity, they could simply refuse to issue any dividends, which means you would be holding stock with no benefit. So if you refuse to accept their offer, you may find yourself left with nothing. Thus, that is a consideration as to whether to accept their offer although you may believe that it is too low.

TMcJD :

Your only recourse at that point would be to sue them to force a buy back at a particular price. Those suits are difficult and extremely expensive, so such a remedy, although legally available, is probably not practical.

TMcJD :

Please let me know if I can provide additional assistance. Thanks.

Customer:

How should I answer if I think they should offer at least 1/2 ($2,500)?

TMcJD :

I would just make a counteroffer then. Say, "you've offered $1,000, but I think at least half of my investment of $5,000, not to mention the time I've spent growing and cultivating the business, is more reasonable, so I will sell my stock to you all for $2,500." Something along those lines. And you should probably put it in writing jut so it's clear to everyone what your counteroffer is.

Customer:

Yes, I will put it in writing (e-mail) that's how I received the original offer.

TMcJD :

Great. Sounds good. Please let me know if you need additional assistance. If not, I would be grateful if you would please leave me a positive rating for my time assisting you. Thanks1

Customer:

Thank you :)

TMcJD :

You're welcome. Thank you too!

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