Olmsted Falls, OH asked in Contracts and Employment Law for Ohio

Q: I'm listed 10% owner of LLC that files as an S-Corp. Form 2553 lists the breakdown of ownership. The 51% partner sold

the company privately for an undisclosed price and now wants to "make me whole" by making 20 payments of $500 or $10,000 total to compensate for my 10%. That would mean the company is being valued at $100,000--equal to the salary of a current employee.

I can't accept this and hope I don't lose out. I hate to stir the pot but after 6 years of making this guy millions, while I run his books, banking, and IT department while still being expected to perform office mgmt duties as well as write contracts up when customers purchase vehicles.

Couple details: As of 9/1/23, we have gross income of $1.43 million. Subprime used car dealership that's been open for 25+ years. I am just trying to give some context on the potential market conditions and area of business that may effect these valuations. Any advice? Your time is greatly appreciated. Our EBITDA is skewed by projections of potential portfolio profits years out from FinanceCo, but subtracted as Other Misc Exp from monthly net income.

Related Topics:
1 Lawyer Answer
Joseph Jaap
Joseph Jaap
Answered
  • Cincinnati, OH
  • Licensed in Ohio

A: Your rights as a minority 10% owner are determined by the LLC's Operating Agreement and any buy-sell or other agreements. Use the Find a Lawyer tab to retain a local business law attorney to review those agreements and advise you of your options.

Justia Ask a Lawyer is a forum for consumers to get answers to basic legal questions. Any information sent through Justia Ask a Lawyer is not secure and is done so on a non-confidential basis only.

The use of this website to ask questions or receive answers does not create an attorney–client relationship between you and Justia, or between you and any attorney who receives your information or responds to your questions, nor is it intended to create such a relationship. Additionally, no responses on this forum constitute legal advice, which must be tailored to the specific circumstances of each case. You should not act upon information provided in Justia Ask a Lawyer without seeking professional counsel from an attorney admitted or authorized to practice in your jurisdiction. Justia assumes no responsibility to any person who relies on information contained on or received through this site and disclaims all liability in respect to such information.

Justia cannot guarantee that the information on this website (including any legal information provided by an attorney through this service) is accurate, complete, or up-to-date. While we intend to make every attempt to keep the information on this site current, the owners of and contributors to this site make no claims, promises or guarantees about the accuracy, completeness or adequacy of the information contained in or linked to from this site.