How to Distinguish a Deceased Person’s Estate Assets from Corporate Assets in Minnesota

Detailed Answer

Under Minnesota law, you can separate a decedent’s estate assets from assets held by a related corporation by examining title, documentation and the nature of ownership. The probate code and business corporation act treat these assets differently. Understanding each classification can protect beneficiaries and uphold corporate formalities.

1. Identify Estate Assets

Estate assets include any property the decedent owned in their name at death. This category covers:

• Real estate titled solely in the decedent’s name.
• Bank and brokerage accounts held only in the decedent’s name.
• Personal property (vehicles, artwork, jewelry) registered or titled exclusively to the decedent.
• Life insurance and retirement accounts without payable‐on‐death or beneficiary designations.

These assets pass through probate under Minnesota’s Uniform Probate Code, see Minn. Stat. § 524.2-101.

2. Identify Corporate Assets

Corporate assets belong to a legal entity separate from its shareholders or officers. Key indicators include:

• Title held in the corporation’s name, not an individual’s.
• Corporate bank accounts and investment accounts under the corporation’s tax ID.
• Share certificates, articles of incorporation and corporate bylaws filed with the State of Minnesota.
• Financial statements, minutes of board meetings and corporate resolutions approving acquisitions.

Under the Minnesota Business Corporation Act, a corporation holds legal existence distinct from its owners, see Minn. Stat. § 302A.011 and Minn. Stat. § 302A.021.

3. Steps to Distinguish Estate vs. Corporate Assets

1. Review title documents. Confirm whose name appears on deeds, titles and account agreements.
2. Examine corporate filings. Check the Secretary of State’s records for articles of incorporation and annual reports.
3. Compare tax returns. Identify assets reported on individual versus corporate returns.
4. Inspect account statements. Note the named account owner and tax identification number.
5. Assess corporate formalities. Ensure the corporation held regular meetings, maintained minutes and followed bylaws.
6. Seek court guidance. A probate court can clarify disputed ownership during estate administration.

Helpful Hints

• Start with a will or trust—these documents often list estate assets.
• Look for beneficiary designations on retirement plans and life insurance.
• Check the Minnesota Secretary of State website for corporate registration details.
• Maintain separate records—never mix personal and corporate funds.
• Keep minutes and resolutions if you operate or oversee the corporation.
• When in doubt, consult a probate attorney or corporate attorney for guidance.
• Consider a forensic accountant to trace commingled funds.