How to Distinguish Estate Assets from Corporate Assets in Oregon

When someone dies, you must separate what they owned personally (their estate) from what a corporation owns. Oregon law treats estates and corporations as distinct entities. This distinction matters for probate, tax, and potential creditor claims.

Detailed Answer

Under Oregon law, a decedent’s estate includes all property interests held in the decedent’s name at death. In contrast, a corporation is a separate legal entity under ORS chapter 60. Its assets remain corporate property unless a court pierces the corporate veil (ORS 60.252).

1. Identify Title and Registration Documents

• Real Property: Check the deed. If the deed names the decedent personally, it is part of the estate (ORS 112.505). If it names the corporation, it stays with the corporation (ORS 60.022).
• Bank and Brokerage Accounts: Accounts titled in the decedent’s name or held jointly with right of survivorship pass through probate. Accounts held in the corporate name (with an EIN) remain corporate property.

2. Review Corporate Records

Request the corporation’s articles of incorporation, bylaws, share ledger, and minutes. These show which assets the corporation acquired and holds. Under ORS 60.021, the articles of incorporation and any amendments define corporate powers and assets. Corporate minutes often record major asset acquisitions or dispositions.

3. Examine Share Ownership vs. Corporate Assets

A decedent may own shares in a corporation. Those shares become part of the estate and pass to heirs via will or intestacy (ORS 112.345). However, the corporation’s assets (machinery, inventory, real estate titled to the corporation) remain with the corporation, not the estate.

4. Conduct a Probate Inventory

The personal representative must file an inventory of the estate’s assets with the probate court (ORS 112.680). Reviewing the inventory against corporate asset lists helps spot misclassified property.

5. Consider Piercing the Corporate Veil

If the decedent used the corporation as their alter ego and failed to respect corporate formalities, a beneficiary or creditor might ask the court to pierce the veil (ORS 60.252). This can reclassify some corporate assets as estate assets if fairness demands it. Courts look at commingling of funds, undercapitalization, and failure to hold meetings.

Helpful Hints

• Gather death certificate and decedent’s name variations to search public records.
• Check county recorder’s website for deeds and property tax rolls.
• Search the Oregon Secretary of State’s Corporate Division (sos.oregon.gov) for entity records.
• Review bank statements and corporate financials for overlapping transactions.
• Consult an attorney to request corporate records via subpoena if the corporation resists disclosure.
• Keep detailed logs of your document requests and findings in case of probate disputes.

Separating estate and corporate assets protects heirs, limits liability, and ensures accurate probate administration. When in doubt, seek legal guidance to avoid costly errors.