buyout shares realestate corp

[donomar]

What is the name of your state (only U.S. law)? St.Croix U.S.V.I.
Hello,
I am currently a Heir of my fathers real estate corp. I have two brothers who are heirs and have shares of the company, they have asked me to sell my shares to them, a buyout of my shares of the company,my father passed away in 2011, I am secretary my brother president and other brother treasurer,2012 and 2013 income tax returns for the company have not been filed they asked for an extension,they want to buy me out of the position of shareholder ,so that the K-1 distribution for the filling of income tax shall be issued to the new existing shareholders.I am unaware of how much is my shares worth and they have come up with a value,and have offered me property in exchange of my shares.How do I find out how much is my shares worth before accepting or signing any buyout,I have no legal assistance and I am not receiving any proceeds from the company after my father passed,I am in the dark due that I cannot afford an Attorney, am i obligated to sign there buyout offered or how can I find out how I can claim what is mine?

 

[Stephen1]

Assuming by the "2012 and 2013 income tax returns" you mean the ones for those fiscal years which are filed during the next year, then the 2012 return is not on extension but is late (if there was an extension it was due in Sept or Oct 2013 depending upon whether this is a S corp or an LLC). If you meant the returns to be filed in 2012 and 2013 then neither is on extension and both are late and you are getting close for the one due in 2014.

From my understanding, the K-1's for both of those years would include you as an owner because you were an owner during those years. The fact that you sold your interest in the corporation during some future year wouldn't change that.

 

[Dave1952]

As an officer of this corp. you should speak to the other officers about hiring someone to do a business valuation. It does not sound as if the current owners know the value of the business.
The business may wish to fire the treasurer since the tax situation is not being handled. You should check the corporation documents since they may discuss removing officers. As the secretary you will have a copy of these documents in your files.

 

[donomar]

What is the name of your state (only U.S. law)? St.Croix U.S.V.I.
Hello,
I am currently a Heir of my fathers real estate corp. I have two brothers who are heirs and have shares of the company, they have asked me to sell my shares to them, a buyout of my shares of the company,my father passed away in 2011, I am secretary my brother president and other brother treasurer,2012 and 2013 income tax returns for the company have not been filed they asked for an extension,they want to buy me out of the position of shareholder ,so that the K-1 distribution for the filling of income tax shall be issued to the new existing shareholders.I am unaware of how much is my shares worth and they have come up with a value,and have offered me property in exchange of my shares.How do I find out how much is my shares worth before accepting or signing any buyout,I have no legal assistance and I am not receiving any proceeds from the company after my father passed,I am in the dark due that I cannot afford an Attorney, am i obligated to sign there buyout offered or how can I find out how I can claim what is mine?

I am living in Puerto Rico,from aug 2012,under which jurisdiction falls the company is in the us virgin islands,and was incorporated in Delaware,where can this case be seen? Can i have legal represantation her to advise me or do i have to go to St.Croix usvi?

 

[Dave1952]

You may certainly hire a lawyer in PR, or in USVI, or in DE. You claimed in your first post that you could not afford a lawyer. If you can now afford one, some larger firms have offices on both islands.
It's not clear what you want to sue about. But you certainly need some business advice

 

[donomar]

You may certainly hire a lawyer in PR, or in USVI, or in DE. You claimed in your first post that you could not afford a lawyer. If you can now afford one, some larger firms have offices on both islands.
It's not clear what you want to sue about. But you certainly need some business advice

Since my father has passed away he did not have a will and the company did not go through probate,only his personal properties that were under his name,before he passed he was president and i was secretary,only 2 officers,after his death i named my brothers one president and the other treasurer.After that They have taken control of the company and my mother who divorced in 1998 from my father is claiming 50% of his shares in the company.In 2012 they removed me but not legally ,i never resigned as secretary ,and my mother is signing as secretary with the seal of the company, they are not giving me any part of the income of the company like rent and commission of sales etc.,now 2014 they formally send me a buyout of my position of shareholder before filing corp. tax 2012-2013.Can I sue for illegal removal,and violating the bilaws of the company?
This is why i need counsel before I sign away my position and shares.

 

[STEPHAN]

You need a specialized lawyer, not an internet forum.

 

[donomar]

Specialized lawyer

You need a specialized lawyer, not an internet forum.

I have met with a specialized lawyer,the question on jurisdiction he states that being that my father passed away in st.croix usvi,that the jurrisdiction falls on Stx. Territorial Court.
The document that was sent to me is a corporate resolution not a buyout of my shares,and that he needs to find out who are the shareholders and the value of my shares,and that in the probate started in stx usvi ,it should have include the shares of the corporation,for legal retribution. The firm here has the bilaws and documents of the corp. and will review how he can help me with a buissness valuation, to respond to the buyout that i recieved.
Thanks to this forum and the answers to my questions,it is made it easier to understand my position as shareholder.

 

[donomar]

Corp tax info

Assuming by the "2012 and 2013 income tax returns" you mean the ones for those fiscal years which are filed during the next year, then the 2012 return is not on extension but is late (if there was an extension it was due in Sept or Oct 2013 depending upon whether this is a S corp or an LLC). If you meant the returns to be filed in 2012 and 2013 then neither is on extension and both are late and you are getting close for the one due in 2014.

From my understanding, the K-1's for both of those years would include you as an owner because you were an owner during those years. The fact that you sold your interest in the corporation during some future year wouldn't change that.

I looked up the dun& bradstreet tax info for co. ,if i ask them to inquire on the company can they obtain that info on the company? I need to know shareholder info and yearly income for the company.I am needing a share certifacate of my father who passed away where can i obtain this or any information of the company for my case.

 

[Zigner]

I looked up the dun& bradstreet tax info for jayromar inc.,if i ask them to inquire on the company can they obtain that info on the company? I need to know shareholder info and yearly income for the company.I am needing a share certifacate of my father who passed away where can i obtain this or any information of the company for my case.

Dave1952 gave good information earlier in your thread.

 

[tranquility]

It seems multiple attorneys are needed. The first one a probate attorney for where your dad died so you can get control of the shares you putatively own. Then, a corporate attorney to help you with the dispute with brothers.

You might want to look at the books for the prior years to get a clue as to how much you are going to have to pay in taxes.

 

[donomar]

Attorney fees

It seems multiple attorneys are needed. The first one a probate attorney for where your dad died so you can get control of the shares you putatively own. Then, a corporate attorney to help you with the dispute with brothers.

You might want to look at the books for the prior years to get a clue as to how much you are going to have to pay in taxes.

In the case that my brothers are found with bad intentions,are they going to pay the attorney fees that i have to pay for my representation on both cases?

 

[tranquility]

People are responsible for paying their own attorney in general under the U.S. Rule. Some statutes would have a cost-shifting if you win and you can just ask for attorney fees as a part of your damages. One problem for the brothers is that some of this may implicate fiduciary duties where a multiplier is applied to damages. However, you have such a complex set of facts it is near impossible to know where the duties lie and if any duties have been breached without access to the entire story and set of facts. You can only get that from an attorney review.

I would start with the probate attorney as that is the place that is the beginning to even having some rights to further issues.

 

[donomar]

Fraudulent information on buyout resolution

People are responsible for paying their own attorney in general under the U.S. Rule. Some statutes would have a cost-shifting if you win and you can just ask for attorney fees as a part of your damages. One problem for the brothers is that some of this may implicate fiduciary duties where a multiplier is applied to damages. However, you have such a complex set of facts it is near impossible to know where the duties lie and if any duties have been breached without access to the entire story and set of facts. You can only get that from an attorney review.

I would start with the probate attorney as that is the place that is the beginning to even having some rights to further issues.

I have called to the Corporations office here in the virgin islands,and found out that the company which i have shares in has filed taxes for property franchise tax and anual yearly income report, from 2009-2013, in the resolution of my buyout of shares the other shareholders claim that 2012,2013, have not been filed and ask me to sign that my shares be passed to my other brothers in exchange of real estate,is this evidence of malice and fraud stating in a notarized document resolution, to be incorporated of a familly owned business,that they have not filed k1 distribution of me as owner for 2012,2013?

 

[Zigner]

I have called to the Corporations office here in the virgin islands,and found out that the company jayromar inc. which i have shares in has filed taxes for property franchise tax and anual yearly income report, from 2009-2013, in the resolution of my buyout of shares the other shareholders claim that 2012,20113, have not been filed and ask me to sign that my shares be passed to my other brothers in exchange of real estate,is this evidence of malice and fraud stating in a notarized document resolution, to be incorporated of a familly owned business,that they have not filed k1 distribution of me as owner for 2012,2013?

Why don't you contact an attorney as suggested? Your matter is entirely too complex for an internet forum. Really.