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Question 54


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Question: I am a minority (35%) shareholder in a Florida S-Corporation that had revenues in excess of $10 million last year. The financials of the business are handled by the majority shareholder and the financials of the business are a mess and I feel that there has been some not so legal accounting done that may have put me in harms way. I also am pretty certain that there has been perks and distributions taken in excess of our percentages and I am being blocked from viewing the financials. WHat recourse do i have?

Response: "Blocked from viewing the financials", meaning you are not receiving copies of the financial statement with your annual report? Florida Stat. § 607.1620 requires that "a corporation shall furnish its shareholders annual financial statements * * * that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year." Make a written demand (by certified mail) upon the president of the corporation for all required financial statements you have not received. If you what you seek is to inspect the books and records of the corporation to verify the financials, that's another matter. Shareholders are generally not granted access to the books and records. However, directors are granted access to inspect the books and records under Florida Stat. § 607.1605. I would expect a 35% shareholder to also be a director. If so, then you are entitled to not only the financial statements but, also, examination of the books and records of the corporation.

Submitted: 06/09/2008; Peter Merhige, Florida
Response: 06/11/2008; JJR


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