Disclaimer: This article is for educational purposes only and does not constitute legal advice. Consult a qualified attorney for guidance on your specific situation.
Detailed Answer
When a business owner dies, their personal representative or qualified heir may need to obtain the corporation’s formation documents—such as the articles of incorporation and any amendments—and the internal bylaws that govern corporate operations. In Massachusetts, these records are stored in two places: the Secretary of the Commonwealth’s office and the company’s principal office or registered agent.
1. Identify the Relevant Documents
- Articles of Incorporation: The original document filed with the Secretary of the Commonwealth to form the corporation, including all amendments.
- Certificate of Amendment/Restatement: Any changes made after the initial filing.
- Bylaws: The internal rules adopted by the board of directors to govern corporate affairs (not filed with the state).
2. Obtain Public Records from the Secretary of the Commonwealth
Massachusetts makes articles of incorporation and amendments publicly available. To obtain certified copies:
- Visit the Secretary of the Commonwealth’s Corporations Division online portal: https://corp.sec.state.ma.us/corpweb/CorpSearch/CorpSearch.aspx.
- Search by the corporation’s exact legal name.
- Request certified copies of the articles and any amendments for a fee (usually under $50).
- Allow 5–10 business days for processing by mail; expedited options may be available.
3. Request Internal Bylaws and Corporate Records
Bylaws and minutes of meetings are maintained at the company’s principal office or with its registered agent. Under Massachusetts General Laws Chapter 156D, Section 59, a shareholder has a right to inspect corporate records, including bylaws and meeting minutes. A personal representative or heir who holds shares may step into the decedent’s shoes to exercise this right.
- Obtain proof of your status as personal representative or a certified copy of the letter of appointment from the Probate Court.
- Submit a written demand to the corporation’s registered agent or principal office. Include:
- Your name and contact information.
- Proof of authority (letters of appointment).
- Specific documents requested (bylaws, meeting minutes, share ledger).
- Allow the corporation at least five business days to respond, per M.G.L. c. 156D, § 59: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156D/Section59.
4. Review and Analyze the Documents
Once you receive the formation documents and bylaws:
- Confirm the decedent’s share ownership and voting rights.
- Check amendment history to identify any changes affecting succession or transfer restrictions.
- Review bylaws for notice requirements, quorum rules and voting procedures relevant to appointing a new director or transferring shares.
If you encounter unclear provisions or ambiguous transfer restrictions, consult an attorney experienced in probate and corporate law for interpretation.
Helpful Hints
- Verify the exact corporate name—small typos can lead to no search results in the Secretary’s database.
- Keep certified mail receipts and delivery confirmations for all written demands.
- Note statutory response deadlines to avoid waiver of inspection rights.
- Consider digital record requests; some corporations store bylaws in secure cloud repositories.
- Prepare to cover reasonable copying fees if the corporation charges for document reproduction.