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Minority Interest in S-Corp Can’t Get Out

    • 99 posts
    October 1, 2007 8:28 AM EDT
    You "could" accomplish this with a bit of business reorganization, but whether or not it is the right thing to do depends significantly on your particular situation.

    Whatever you end up doing, both you as an individual and the Company should be represented separately by legal counsel, as the restructuring will involve some heavy lifting.

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    • 79 posts
    September 30, 2007 12:59 PM EDT

    What`s your question?

    If the question is, "is this legally doable?", then you really should ask a business lawyer. When you have to deal with a transaction like this, you will need a business lawyer to finalize the contract anyway. You will also need a CPA to check the tax consequences.

    If the question is "is it possible to negociate this term?" Well, everything is negociatable in business.

    • 1 posts
    September 30, 2007 12:40 PM EDT
    This is a bit complicated but I will keep it as short as possible.  I have been the CEO of a moderate (18 million in revenues) Publishing Company for 11 years in a family ran business and I am not family.  I bought 10% ownership interest in the S-Corp about 5 years ago and then took a crack at buying out the family 3 years ago; after getting everything together & price negotiated the majority owner (MO (85%) decided not to sell.  Now we are there again and MO wants to sell.
    I don`t want to go through this again and will not place an offer, but MO needs a happy camper if he wants maximum value in the sale and I have told MO I would assist in anyway to attain maximum value for him.

    Here is the question there is a small part of the business I would like to take over and go on my way with, 4 new titles  with potential but no value in the sale,; MO agrees to the no value, but is unsure if he wants to sell to me, I know nice trust basis; another reason to get out.  I have offered my 10% ownership for the titles, which is at least FM V and maybe premium and MO can retain 10% of my new company to enjoy potential large benefit.

    Question:  Do you think we can push the 4 titles  down to a new LL C which the Company would own and then reallocate my ownership in the current S-corp to the LL C to accomplish the new (ME)90  MO`s Company 10% and result in a tax free transaction. I would appreciate any thoughts or ideas to brainstorm.

    nwestia2007-9-30 17:45:40