Legal Question in Business Law in Texas

Stockholder Rights

I own 40% of the stock in a Texas Limited Liability Company that has been in business for one year. The sole Manager of the Company has not provided any detailed information on the status of funding. A meeting for the Stockholders has never been held, and there has never been a report on the financial status of the Company. Do I have a right to request this information as a Stockholder? Also, I am aware of several false statements made by this Manager to potential investors.


Asked on 4/02/03, 1:14 pm

4 Answers from Attorneys

Robert Forrester Gibson, Ochsner & Adkins

Re: Stockholder Rights

You have a right to look and examine the accounting books and make copies thereof. Sounds like to me that you might want to shed this deal ASAP. No protection from a crook.

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Answered on 4/02/03, 1:26 pm
Peter Bradie Bradie, Bradie & Bradie

Re: Stockholder Rights

You should have the right to examine the books of account, upon written request, unless prohibited by the Operating Agreement that governs the LLC.

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Answered on 4/02/03, 2:06 pm
Lawrence Maun Lawrence J. Maun, P.C.

Re: Stockholder Rights

Art 1528n, Art 2.22 of the Texas Business Corporations Act gives you the absolute right to inspect the books and records of the company, a right which cannot be taken from you. You may request the information, in writing and hold the inspection at any reasonble time, for any proper purpose, at your expense. If the majority holder fails to comply it may be necessary to file a lawsuit.

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Answered on 4/02/03, 3:52 pm

Re: Stockholder Rights

Make a written request to view the company record and within five days after the date of receipt, the LLC records shall be available or made

available at the principal office.

Some examples of LLC information shall be made available upon request include the following:

(1) A list of the names and addresses of members of the LLC;

(2) % or other interest owned by each member;

(3) Classes or groups established in or under the Articles or Organization and/ or Regulations;

(4) Copies of federal, state, and local information or income tax returns for the six most recent tax years;

(5) Copy of Articles of organization and or Regulations if in existence;

(6) Correct and complete books and records of account of the LLC.

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Answered on 4/02/03, 5:51 pm


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