Legal Question in Business Law in Louisiana
This is a company that is an LLC in Louisiana.
I am owner of 7.1% of a privately held company (70 of 100 shares issues). As an owner, I also sit on the BOD for the company. I have some documents from the company (3 years of tax returns, bylaws as they are today, AOI as it is today, an audit of the financials by an independent CPA selected by the remaining owners, notarized bills of sale for some stock that has been recently repurchased by the company & have been told by the majority share holder (50 shares) that I, as a minority share holder, am only entitled to (Vote at shareholder meetings on issues affecting the company, Hold a proportionate ownership in the physical assets of the company, Receive a proportionate share of distributions declared by the board of directors, Inspect the corporate books and records, Share in the proceeds of a corporate liquidation). I would like this info mainly because he is refusing & I also feel I am entitled to it as an owner & board member.
So the question is this... am I entitled to the requested documents?? Can I demand an audit be done?? Does the majority shareholder have the right to legally change the bylaws to get things done the way he wants them done??
Any help is appreciated.
LPR
1 Answer from Attorneys
The articles of incorporation and the bylaws should provide answers to all of these questions. A board member should be entitled to request any documents necessary to make appropriate decisions regarding the company. The bylaws cannot be changed without a board meeting and a vote in accordance with the bylaws in effect at time.
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