Disclaimer
This article is for educational purposes and does not constitute legal advice. Always consult a qualified attorney for advice about your specific situation.
Detailed Answer
When an individual dies owning an interest in a Maryland corporation, the estate’s personal representative (executor or administrator) needs to gather corporate formation documents and bylaws to understand ownership rights, transfer restrictions, and voting provisions. Under Maryland law, you generally use two main methods:
1. Obtain Filed Records from Maryland Department of Assessments and Taxation (DAT)
- Maryland law requires corporations to file Articles of Incorporation and amendments with DAT. See Md. Code Ann., Corps. & Ass’ns §3-202 (link).
- Use the Business Express portal (egov.maryland.gov/BusinessExpress) to search by entity name or ID.
- Order certified copies of Articles of Incorporation, Articles of Amendment, and annual reports. DAT issues records electronically or by mail for a small fee.
2. Request Corporate Bylaws and Internal Records
- Bylaws and minute books are internal records, not publicly filed.
- Under Md. Code Ann., Corps. & Ass’ns §3-802 (link), a shareholder or a personal representative with Letters of Administration may inspect and copy corporate records, including bylaws, shareholder registers, and meeting minutes.
- Prepare a written demand: identify yourself, state your authority (attach certified Letters Testamentary or Letters of Administration), list the documents requested, and deliver it to the corporation’s registered agent or principal office.
- The corporation must respond within five business days, either by providing the records or stating a lawful reason for denial.
3. Review and Analyze the Documents
- Examine the Articles of Incorporation for share classes, authorized capital, and any restrictions on share transfer upon death.
- Review bylaws for provisions on shareholder meetings, voting rights, preemptive rights, and buy-sell agreements triggered by a shareholder’s death.
- Note any deadlines or notice requirements to transfer shares to the estate or beneficiaries.
- Compare internal records to filed amendments to ensure consistency.
By following these steps, a personal representative can fully assess the decedent’s business interest and determine the proper procedure for transferring or valuing shares.
Helpful Hints
- Obtain certified Letters of Administration from the probate court before requesting records.
- Use certified mail or tracked delivery when sending record requests and keep proof of delivery.
- Maintain an organized file of all correspondence, requests, and received documents.
- If the corporation delays or refuses inspection, consider filing a petition with the Maryland courts for enforcement.
- Consult an estate or corporate attorney if complex issues arise, such as shareholder disputes or ambiguous transfer restrictions.