Legal Question in Business Law in California

I have 100 shares out of 1000 shares,therefore 10% of a small business. Am i entitled to a monthly profit salary? If not what am I entitled to?


Asked on 2/21/14, 6:28 pm

3 Answers from Attorneys

Carl Starrett Law Offices of Carl H. Starrett II

Your question is impossible to answer without reviewing the corporate documents and any agreements that might be in place. Shareholder dividends typically must be approved by the board of directors and not all companies are profitably enough to justify a dividend.

With small companies, the shareholders/owners typically work as employers and taken a salary. There might not necessarily be enough money to pay anything else.

Contact a business attorney and let him or her give you a more detailed opinion based on the corporate documents.

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Answered on 2/21/14, 6:59 pm
William Christian Rodi Pollock

Your rights are defined as a shareholder under the Articles of Organization, the bylaws, and where not otherwise covered, under the California Corporations Code ( assuming it is a California Corporation). This does not usually entitle you to a salary or a dividend in a closely held corporation. Your inquiry is to complex to answer simply without reference to the underlying documents, as well as any buy sell agreement you may have in effect. It will also be important to determine whether you are a C Corppraotion or an S corporation for tax purposes. .

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Answered on 2/24/14, 10:50 am
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

First, there is no such thing as a "profit salary." Money can, in appropriate circumstances, be paid out of a corporation as a salary or as a dividend (or distribution) of profit, but there is no hybrid of the two. Further, I'd say that if you own 10% of a small corporation that is making a profit, you are not only not "entitled" to a dividend or distribution, you are as a practical matter unlikely to receive any dividend or distribution, unless, as the other attorneys have suggested, you have an investor agreement or other contract with the majority owners that guarantees you will get cash dividends or distributions. Small corporations typically prioritize the use of their income for (a) internal financing of growth, and (b) big salaries for the majority stockholders who also work in the business. Sorry, but one of the risks of investing is the greed of majority shareholders.

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Answered on 2/28/14, 6:51 pm


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