Are you dealing with any of these?
Frozen out, and the distributions stopped
Your co-owner removed you as a bank signer, stopped telling you about meetings, runs everything alone, and no longer pays out profits.
You asked for the books and keep getting stalled
You suspect sales are being underreported or payments routed to a relative's company, but every request gets the same answer: the accountant has it.
You put in the money, but the shares aren't in your name
You invested by WeChat transfer or cash, and the shares were registered to a friend or relative as your nominee. Now they say it was a loan, or deny it entirely.
Your stake is being diluted
The other side issued new shares to themselves, or opened a new company and moved the customers and business over to it.
50/50 deadlock with no way out
Nothing can be decided. You want out, but the other owner won't buy you out or offers far too little, and the buy-sell clause in your agreement is unclear.
You manage the business and a minority owner is suing you
You're accused of misusing company funds or breaching fiduciary duty. You have receipts and WeChat records but aren't sure how to turn them into usable evidence.
What we handle
We represent minority owners and silent investors, and we also defend managing owners and companies.
Books-and-records demands
We draft a written inspection demand listing the ledgers, bank statements, and minutes you need. If the company refuses or stalls, we ask the court to compel inspection and bring in a forensic accountant when needed.
Proving ownership and nominee arrangements
We organize WeChat messages, transfer screenshots, distribution records, business licenses, and tax filings into a translated timeline that shows what you contributed and what you own.
Recovering misappropriated funds
When a managing owner, director, or partner diverts sales, pays personal expenses with company money, or takes business opportunities, we pursue repayment and damages.
Direct and derivative claims
We work out whether the harm is to you personally or to the company, and file in your own name or on the company's behalf as a derivative action.
Buyout and exit negotiations
We negotiate valuation, price, and payment terms, and document the result in a settlement agreement and share transfer papers.
Dissolution and winding up
Where there is deadlock or serious misconduct, we petition for involuntary dissolution of the corporation, LLC, or partnership and handle the winding up and partnership accounting.
TROs and injunctions
If the other side is about to sell the business, move equipment, or drain accounts, we assess whether to seek a temporary restraining order or preliminary injunction to hold assets in place.
Mediation and arbitration
If your agreement requires arbitration or mediation, we follow that process and represent you at the session or hearing.
Key California rules in shareholder disputes
These are general rules. How they apply depends on the entity type, bylaws, and your agreements.
- Shareholders can inspect the books：Under Corporations Code section 1601, a shareholder may make a written demand to inspect the corporation's accounting books, records, and minutes for a purpose reasonably related to their interests as a shareholder. If the corporation refuses without justification, the court may award the shareholder reasonable expenses, including attorney's fees (section 1604).
- LLC members and partners have information rights too：LLC members may inspect required company records under section 17704.10, and the LLC generally must send members copies of its income tax returns within 90 days after the end of each tax year. General partners may inspect and copy partnership books during ordinary business hours under section 16403.
- Controlling owners owe duties to the minority：In Jones v. H.F. Ahmanson & Co. (1969), the California Supreme Court held that controlling shareholders must use their control fairly toward minority shareholders and the corporation. Those who manage an LLC owe duties of loyalty and care under section 17704.09 (managers in a manager-managed LLC, members in a member-managed one), and partners owe similar duties under section 16404.
- Derivative suits have prerequisites：When the company itself is harmed, for example by diverted funds, the claim usually must be brought derivatively. Under section 800, the plaintiff generally must have owned shares at the time of the transaction and must describe with particularity the demand made on the board or why no demand was made. Defendants may move to require the plaintiff to post security of up to $50,000. Section 17709.02 sets similar rules for LLCs.
- Involuntary dissolution and the buyout alternative：Under section 1800, a petition to dissolve a corporation generally requires holders of at least one-third of the shares (not counting shares of those who took part in the alleged misconduct); any shareholder of a close corporation may also file. Grounds include director deadlock, persistent and pervasive fraud, mismanagement or abuse of authority, and, for corporations with 35 or fewer shareholders, dissolution being reasonably necessary to protect the complaining shareholder. Under section 2000, the corporation or holders of 50% or more of the voting power can avoid dissolution by buying the petitioner's shares at fair value, set by three court-appointed appraisers if the parties can't agree. Section 17707.03 has a similar framework for LLCs.
- A partnership can exist without a written agreement：Under section 16202, two or more people who carry on a for-profit business as co-owners form a partnership whether or not they intended to. There is no set legal form for a nominee arrangement; courts look at contribution records, what the parties agreed, and participation in management and profits. Keep the original phone and a full export of WeChat chats, not just screenshots.
- Filing deadlines：Breach of fiduciary duty claims are generally subject to a 4-year period (Code of Civil Procedure section 343), or usually 3 years if based on fraud (section 338(d)), which may run from discovery. Contract claims are generally 4 years for a written contract (section 337) and 2 years for an oral one (section 339). Which period applies and when it started depends on the facts, so get advice soon after you find a problem.
How your matter moves forward
Walk us through what happened
Bring what you have: business license, share ledger, operating or partnership agreement, transfer records, WeChat chats. We confirm the entity type and your status, identify your claims, and check how much time is left.
Organize evidence and demand the records
We build a translated timeline from your Chinese messages and transfers and send a written inspection demand. Once the books come in, we decide whether a forensic accountant is needed.
Demand letter and negotiation
Most shareholder disputes start with a demand letter and negotiation aimed at a buyout, restored distributions, or compensation. If both sides are willing, we arrange mediation.
Lawsuit, injunction, or arbitration
If talks fail or assets are being moved, we file suit or arbitration and, when needed, seek a TRO at the same time. We track every deadline and send written updates every two weeks.
Settlement or trial
A settlement spells out the buyout price, payment schedule, share transfer, and hand-over of the books. If it doesn't settle, we prepare the case for trial.
Related results
Examples of equity and business disputes we have handled, including confirming a client's shareholder status to recover their investment interest and compensation, and a negotiated settlement that included a share buyback and an audit of the accounts.
Ownership Dispute: Shareholder Status Confirmed, Investment Interest and Compensation Recovered
Shareholder status confirmed · Investment interest and compensation recovered
Business Litigation: Favorable Settlement Including a Share Buyback and an Accounting Audit
Favorable settlement · Includes share buyback and accounting audit
Fees
Hourly
For disputes whose path is uncertain or likely to involve extended litigation. Your hourly rate and a cost estimate are given in writing before you engage us, and you receive an itemized invoice each month.
Fixed fee by stage
For defined pieces of work such as a demand letter, complaint, answer, or a specific motion. The fee for each stage is set in the engagement agreement in advance.
- The fee arrangement, rates, and estimates are confirmed in writing before you sign the engagement agreement.
- Third-party costs such as court filing and service fees, forensic accountants, appraisers, and translation or notarization are usually separate and disclosed in advance.
- Whether the other side can be ordered to pay your attorney's fees depends on statute or contract (for example, an unjustified refusal of an inspection demand) and cannot be promised in advance.
Frequently asked questions
The following is general legal information and is not legal advice for any specific matter. For your situation, contact Lingtu Law APC at 415-547-9999 or on WeChat at lingtulaw.
