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needhelp43

10 yrs and still in estate

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my father died in jul 2000 in hennepin co, mn. my brother was left 70%, and me 30% of a property holding private business. he changed it to an s-corp, and has controlled it as executor for 10 years still as an estate. all fed & state taxes death taxes have long since been paid. now he says" it will change, he is beginning a process" in regards to distribution of the shares of the company. he won't tell me. we do not communicate other than email. (my father left out another brother completely and there are bad feelings all around) what is the time limit for keeping this in an estate? what process is he mentioning? if he distributes "my shares" will i be liable for income tax for profits on the business even if he does not pay me any income? i am told i have no rights whatsoever being a minority shareholder. my father wanted the business sold and split, but did not put it in the will. i asked to be bought out, but the brother has no need to do this we are told. he has made himself sole officer, paying a big wage, retirement, insurance, etc to himself. plus an occasional distribution of cash to us both 70/30. i presume that is from securities and stocks the company owns. i seem to have no control, i am worried my husband and i will lose what we have to pay for what my father left me, which i never will receive. we spent 10,000 for an attorney who then dropped us and said to hire someone in mn. so i need help please. thank you!

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What type of interest did you father provide for you? Are you a designated beneficiary in the will? Is your brother the executor of the entire estate? If so, your brother has fiduciary duties as the executor of the estate.

These resources should provide more information:

Do you think you still require representation? If so, you can schedule a free consultation with an estate planning lawyer from Hennepin County. Good luck.

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The estate should have been closed, oh, roughly nine years ago. And maybe it was, but it wasn't the brother's right to unilaterally create a given entity without your input if you were left 30% of your father's assets (which I'd guess was a sole proprietorship).

"my father wanted the business sold and split, but did not put it in the will."

Well, we can't see what the will says from here, but if that was his express intent vs. just saying he was leaving his stuff to you and the brother 30/70, it was a mistake not to say so. Water under the bridge.

You need to get off the internet and consult with a local corporate-business attorney and, perhaps, an estate-probate attorney as well (though it is likely too late for that). You don't say what kind of attorney you consulted or when, but it's time to talk with someone else. (If your father was in MN and you are elsewhere, the attorney likely should have told you to talk with someone in MN in the first place.)


In any event, no one can really help you from a message board and this won't be resolved online.

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FALLEN: THIS IS AN ONLINE MESSAGE BOARD. PEOPLE GO HERE FOR A VARIETY OF REASONS. YOU CAN HELP OR NOT HELP. IT IS THE INTERNET, AND PEOPLE CAN TYPE HOW THEY WANT. YOUR POSTS SEEM RUDE , CONDESCENDING, AND NOT HELPFUL. JUST LIKE A REAL LAWYER. I WAS HAPPY TO RECEIVE 2 LINKS FROM SOMEONE ELSE.

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Your post is unnecessarily difficult to read. If you use proper capitalization, put appropriate spacing between sentences, and break up long posts into paragraphs, it will be easier for readers to read and understand what you write and provide you with information in response.

"my brother was left 70%, and me 30% of a property holding private business."

I assume this means a business that "holds" real property for some purpose. When you say that your father left this business to you and your brother 30/70, what exactly does that mean? Was it a corporation and he left 70% of the shares to your brother and 30% to you? Something else?

"he changed it to an s-corp, and has controlled it as executor for 10 years still as an estate."

That's a little ambiguous. You don't mention any probate proceedings, and your brother cannot be an executor unless there is a probate action and the court named him as executor. If there is a probate action and the court has allowed the estate to remain open for ten years, then someone has either seriously dropped the ball or there is a good reason for it.

"all fed & state taxes death taxes have long since been paid."

There's no such thing as a federal "death tax." There may be an estate tax if the estate was valued in excess of $2 million. Is that what you're talking about?

"what is the time limit for keeping this in an estate?"

There is no absolute limit on how long an estate can remain open. Obviously, figuring out how long a particular estate "should" remain open requires knowledge of all relevant facts. We don't know what the will says and, as noted above, your post is quite ambiguous.

"what process is he mentioning?"

Sorry, but I'm not sure how you expect us to interpret statements that your brother made to you without having any context and without knowing if you've quoted him or are just paraphrasing what he said to you.

"if he distributes 'my shares' will i be liable for income tax for profits on the business even if he does not pay me any income?"

We don't have nearly enough information to respond to this. That said, it certainly is possible for a shareholder in an S-corporation to incur tax liability for business profits even if the shareholder never receives any money from the operation of the business.

"i am told i have no rights whatsoever being a minority shareholder."

Told by whom? Obviously, this is wrong, but you may well not have any effective ability to direct what happens with the corporation.

"my father wanted the business sold and split, but did not put it in the will."

If he didn't put it in the will, then what you claim he wanted isn't relevant.

"i asked to be bought out, but the brother has no need to do this we are told."

Who are "we," and who told you this?

"i seem to have no control, i am worried my husband and i will lose what we have to pay for what my father left me, which i never will receive."

One would assume that you either can abandon or disclaim your interest in the shares and/or sue for breach of fiduciary duty (while your brother might have the right to control the corporation, he must do so in the interests of all shareholders and not just himself) and/or to dissolve the corporation.

"so i need help please."

Beyond answering questions that you ask and commenting on statements that you make, folks who post on a message board aren't in any position to "help" you.

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pg1067, Thank you for the response. You actually have given me a couple points that "help" me start to straighten this out. I will try again. // Father died in MN. He left a will, with Estate value $4 million. Brother was named executor, & he hires estate lawyer representing Estate. Taxes are owed. The value of the Estate is the father's private company holding commercial property. Brother sets up loan with IRS for Estate, so Estate remains. In payments, taxes get paid in full out of Estate. Father's will states "remainder" to be given 30% to daughter & 70% to son. The "remainder" of estate is the private company that is commercial rental property. The brother changed it to a S-corp, his reasons unknown. Now there are shares to distribute, instead of selling the property and dividing the money is just my guess. I hire a wellknown Estate lawyer in WA. He says he will be able to handle everything, including selling my shares of the S-corp to the brother...Now In MN , the lawyer hired to represent the Estate, ALSO is representing the brother in a tentative sales agreement with me. My lawyer hires 2 lawyers in MN without my permission, they tell me they are friends of the Estate's/ brother's laywer. My "3" lawyers told me I have no rights about any of the Estate. The Estate's lawyer told my brother he should not sell (or buy) or the IRS will look at the valuing of the property( as it relates to the taxes owed.) When I ask if this is all proper,my lawyer dumped me. He told me I was more sophisticated than he thought.... The brother /executor, in the first year income tax was due on the income of the company.....told me I had to pay 30% of the tax. I had received no income from the company. I HAD TO LOOK ONLINE and correct our CPA that as it was still under the umbrella of the Estate---i only would owe income tax on any distribution actually made to me. ( the brother was thankful for that, as he would owe also) My concern is if he finally closes the estate, i may owe 30% of the taxes, while receiving no income. Are any of these improprieties something I can use in court? Can the executor really be sued to change it back to private company? Can he be made to sell the property to distribute as was stated in the will? Otherwise, If there is nothing I can do, why waste money i can't afford on more lawyers? I am sorry for spelling, syntax, etc. i am struggling with this program. thanks. i

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You need to be hiring the services of a BUSINESS law attorney, and you also need to file an ethics complaint with your state bar association about the unethical conduct of the first attorney you used. Your new attorney can help you fire the old one. You probably made the mistake of using a probate attorney to help resolve this, when the assets you are discussing were probably not within his area of knowledge or familiarity.

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