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Q: How to research closely held Indiana corporation ( No Answer,   1 Comment )
Question  
Subject: How to research closely held Indiana corporation
Category: Business and Money
Asked by: master59-ga
List Price: $25.00
Posted: 06 Apr 2004 19:43 PDT
Expires: 07 Apr 2004 05:42 PDT
Question ID: 326365
How can I research a closely held Indiana corporation (to which I
believe I have a legal claim as a minority shareholder)? How can I
research its current value, its profits or losses over the last 15
years, its various lines of business, its corporate minutes, payments
to other shareholders, and ultimately whether profits were denied to
me? I am looking for information on the research PROCESS.
Answer  
There is no answer at this time.

Comments  
Subject: Re: How to research closely held Indiana corporation
From: alkali-ga on 07 Apr 2004 01:40 PDT
 
Master59,

They say fools step in where agels fear to tread, so I'm going to take
a pop at this one.

Privately held corporations have no requirement of disclosing the
information you seek. I doubt that Indiana is any exception. A
substantial part of what you are looking for will be included in tax
filings, but those were not disclosed to third parties, last time I
checked.

The Secretary of State of Indiana has a great web site at:

https://secure.in.gov/sos/bus_service/online_corps/default.asp

and for a fee you can get more information than is available, mainly
consisting of the historical business entity reports that go on this
form:

http://www.in.gov/icpr/webfile/formsdiv/48725.pdf

That will give you only clues, however, and you are probably already
aware of the site.

Valuation of private corporations is always a thorny business,
regardless of your access. The shares usually have a nominal book
value, but since they are not publicly traded, valuation based upon
share value is usually inaccurate. Lots of factors like owner skills,
good will, shareholder loans, business volume, profitability, capital,
assets and the price of tea in China get involved. There are various
formulas related to sales volume and other factors, but nobody takes
them very seriously.

Profit and loss, as well as payments to shareholders, should be on the
annual financial statements, but the trick is to get hold of them.
Corporate minutes have never been kept very meticulously in any
private company I have been involved with; they are usually just
sufficient to satisfy statutory requirements.

I can think of three ways you can get what you are looking for:

(1) Hire a lawyer and file suit. Ask the judge to allow you to examine
the relevant records.

(2) Social engineering. Ask someone who works for the company (or who
used to work for them) to tell you what you want to know. Is it legal?
I have no idea. See step (1).

(3) Dumpster diving. Companies throw out a lot of paper. If dumpster
diving is legal in the jurisdiction, just collect the trash. Is it
legal? I have no idea. See step (1).

Hope that helps. Keep in mind that free advice is generally worth what
you pay for it.

Alan Kali

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