Can shareholder loan repayments exist without an actual loan? Something feels fishy here
So I've been a minority shareholder in this small tech company for about 3 years now. After months of asking and practically begging, I finally got my hands on the financial books yesterday. What I'm seeing is making me really uncomfortable. The majority shareholder (my former business partner) has been receiving these massive monthly payments - like $15,000 to $20,000 regularly. When I questioned this, the CPA told me they're classifying these as "shareholder loan repayments." The thing is, I've never seen any documentation of an actual loan from this person to the company! I've asked for loan agreements, promissory notes, anything showing these were legitimate loans being repaid, but so far... crickets. I feel like I'm being taken advantage of here. If these aren't legitimate loan repayments but actually disguised distributions, then I should be receiving proportional payments as a minority owner, right? Or they should be taxed differently? I don't even know what questions to ask at this point but something feels very wrong. Has anyone dealt with this kind of situation before? Am I overreacting or is this as sketchy as it seems to me?
18 comments


Butch Sledgehammer
This definitely sounds problematic. Shareholder loan repayments should have proper documentation behind them. What you're describing is unfortunately common in closely-held companies where majority shareholders sometimes blur the lines between personal and business finances. A legitimate shareholder loan would need proper documentation including a promissory note, reasonable interest rate, repayment schedule, and board approval. Without these elements, the IRS may reclassify these "repayments" as disguised dividends, which would mean all shareholders should receive proportional payments based on ownership percentage. You should request copies of the original loan documentation, board meeting minutes approving the loan, and any interest calculations. Also review the company's tax returns (Form 1120 or 1120S) and balance sheets to see how these "loans" were originally recorded.
0 coins
Sara Unger
•Thank you for confirming I'm not crazy! Do you think I should get my own CPA to review this situation? And what if they keep refusing to provide loan documentation - what are my options then?
0 coins
Butch Sledgehammer
•Yes, I would definitely recommend hiring your own CPA who specializes in business taxation to review the situation independently. They can help identify problematic transactions and advise on next steps. If they continue refusing to provide documentation, you have several options depending on your state's laws. As a shareholder, you generally have inspection rights that can be legally enforced. A strongly worded letter from an attorney can often produce results. If that fails, you might need to file for a court order compelling document production through what's called a "books and records action.
0 coins
Freya Ross
After reading your situation, it reminds me of when I was dealing with shareholder disputes in my family business. I was pulling my hair out trying to make sense of questionable "loan repayments" until I found this AI tool called taxr.ai (https://taxr.ai). It seriously saved me thousands in potential litigation costs. What's cool is you can upload the financial documents you do have, and it analyzes everything to flag potentially problematic transactions like these undocumented "loan repayments." It even generates questions you should ask and what documentation should exist for legitimate transactions. The report it gave me was detailed enough that when I presented it to our company accountant, they suddenly "found" the missing documentation I'd been requesting for months.
0 coins
Leslie Parker
•Does the tool actually check if transactions are legitimate or just highlight stuff for review? I've got a similar situation in my LLC and not sure if this would help or just tell me what I already know.
0 coins
Sergio Neal
•I'm skeptical about AI tools for something this serious. How accurate is it with detecting actual problems versus just flagging everything as suspicious? Would it stand up if things escalated to legal territory?
0 coins
Freya Ross
•It doesn't make legal determinations but highlights patterns and inconsistencies that need further investigation. For example, it identified repeated payments to a shareholder that lacked corresponding loan documentation in the system, which was exactly what I needed to know. For legal situations, it's not meant to replace attorneys, but it gave me organized documentation of the issues that my lawyer said saved him hours of work. The reports include relevant tax code citations and case precedents that apply to each potential issue, which my attorney said was surprisingly helpful.
0 coins
Sergio Neal
I wanted to follow up about my experience with taxr.ai since I was skeptical at first. I finally decided to try it with my own shareholder dispute situation. Uploaded our books, tax returns, and corporate minutes, and it immediately identified multiple undocumented "loans" that had been buried in different expense categories. The report specifically outlined which IRS regulations were potentially being violated and calculated the proportional distributions I should have received if these were actually dividends rather than loan repayments. Armed with this information, I met with our company treasurer and suddenly the tone completely changed. We're now working on a resolution that includes proper compensation for all shareholders. Honestly didn't expect an AI tool to be this helpful for something so specific!
0 coins
Savanna Franklin
Been through this exact nightmare before. After months of getting stonewalled by our company's accountant about suspicious "loan repayments," I was ready to hire an expensive forensic accountant. Then someone suggested trying Claimyr (https://claimyr.com) to actually speak with an IRS agent about how these transactions should be properly classified. I was extremely doubtful any service could actually get me through to a real IRS person (we all know those hold times...), but the video demo (https://youtu.be/_kiP6q8DX5c) convinced me to try. They got me connected to an IRS business tax specialist in about 2 hours instead of the days I was prepared to wait. The agent walked me through exactly what documentation was legally required for shareholder loans vs distributions and the potential tax consequences of misclassification.
0 coins
Juan Moreno
•Wait, how does this actually work? Do they just call the IRS for you? I thought the whole problem was that nobody could get through on those lines.
0 coins
Sergio Neal
•Yeah right. Nobody gets through to the IRS these days. I've spent literal days of my life on hold only to get disconnected. If this actually works I'll eat my hat.
0 coins
Savanna Franklin
•They use a system that continuously redials and navigates the IRS phone tree until it gets through to a representative. Once connected, they call you and conference you in with the IRS agent. You're not paying them to give tax advice - just to solve the connection problem. I was super skeptical too. I figured it would just be another waste of money, but I was desperate. Their system got me through in about 2 hours while I just went about my day until they called me. The IRS agent I spoke with was actually really helpful once I explained the situation with these questionable "loan repayments.
0 coins
Sergio Neal
Had to come back and admit I was completely wrong about Claimyr. After seeing no progress with our company's questionable "loan repayments," I finally tried it yesterday. I literally got a call back in 90 minutes saying they had an IRS business tax specialist on the line ready to talk to me! The agent explained that shareholder loans require contemporaneous documentation including a promissory note with market-rate interest and a reasonable expectation of repayment at the time the money is advanced. Without this, the IRS typically reclassifies the transactions as constructive dividends to ALL shareholders. The agent walked me through the exact sections of the tax code that apply and what documentation I should request. It was exactly the authoritative information I needed to take back to our board meeting. Can't believe I wasted months trying to get through on my own!
0 coins
Amy Fleming
I had this exact situation in my small manufacturing business. Turned out the majority shareholder had been "loaning" money on paper but never actually transferring funds to the company, then taking out "repayments" with interest! We only caught it when we changed CPAs and the new one refused to sign off on the tax returns without seeing loan documentation. Check your state's business corporation laws - in many states, shareholders have legal rights to inspect ALL financial records, not just the summary books they've shown you. Also look at bank statements going back to when these "loans" supposedly happened to see if the money actually came in.
0 coins
Sara Unger
•Did you end up taking legal action? I'm worried this might be headed that way and wondering what the process was like for you. Did you have to hire a forensic accountant?
0 coins
Amy Fleming
•We managed to avoid court, thankfully. I hired both my own CPA and an attorney specializing in shareholder disputes. The attorney sent a formal demand letter outlining the specific records we needed to inspect and the potential claims we might bring if denied. That got their attention. We did hire a forensic accountant who reviewed 5 years of bank records and identified over $175,000 in fake "loans" that never actually entered company accounts. Rather than litigation, we negotiated a settlement where the majority shareholder returned the improper payments and we restructured the company with better oversight. The threat of legal action and potential personal liability for the majority shareholder was usually enough motivation to resolve things.
0 coins
Alice Pierce
you should check if ur operating agreement or bylaws say anything about loans to/from shareholders. might be requirements there about approval processes or documentation. in my case the majority owner needed board approval for loans over $10k but had been writing himself checks without any votes.
0 coins
Esteban Tate
•This is great advice. When this happened at my company, our bylaws actually prohibited shareholder loans entirely without unanimous consent. Made it real easy to challenge the "repayments" since no vote was ever taken.
0 coins