Minority Shareholder Rights

Owners of a minority (less than 51%) of an entity have rights to information about the activities, financial condition, and records of that entity.

If you or your company own an interest in another entity (less than 51%), the statutes of the state where the entity was formed should protect your right to receive and request information about the company.

For example, in Nebraska shareholders are entitled to:

• Receive annual financial statements, which must include or address a statement of shareholder’s equity (Neb. Rev. Stat. § 21-2,227)
• Inspect accounting records of the corporation (Neb. Rev. Stat. § 21-2,222)
• Inspect shareholder records of the corporation (Neb. Rev. Stat. § 21-2,222)

If you or your company would like to request information as a shareholder, you should submit the request in writing explaining the reason you need the information pursuant to Neb. Rev. Stat. § 21-2,222, and provide five days’ notice that you would like to copy these items.  The request should be sent by certified mail to the registered agent and main office of the corporation.  This will help you prove they received the request.  You can ask that the information be emailed to you.

A Nebraska corporation is required to keep a copy of the following records at its main office (Neb. Rev. Stat. § 21-2,221)

• Its articles or restated articles of incorporation, all amendments to them currently in effect, and any notices to shareholders referred to in subdivision (k)(5) of section 21-203regarding facts on which a filed document is dependent;
• Its bylaws or restated bylaws and all amendments to them currently in effect;
• Resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations if shares issued pursuant to those resolutions are outstanding;
• The minutes of all shareholders' meetings and records of all action taken by shareholders without a meeting for the past three years;
• All written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under section 21-2,227;
• A list of the names and business addresses of its current directors and officers; and
• Its most recent biennial report delivered to the Secretary of State under section 21-2,228.

Angela Madathil is a Business, M&A, and Deal Attorney and provides legal assistance to shareholders, buyers and sellers of businesses, as well as business brokers in Nebraska, Missouri, and Kansas.   This can involve requests for information, responding to requests for information, contract review and negotiation, due diligence assistance, and post-sale integration.  The Goosmann Law Firm team advises to buyers and sellers of businesses, as well as business brokers throughout the Midwest and has attorneys licensed in Iowa, Kansas, Minnesota, Missouri, Nebraska, South Dakota, and other states.