Disclaimer: This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney in Missouri to discuss your specific situation.
Detailed Answer
- Identify the Entity and Your Role
Start by confirming the exact legal name and entity type (corporation or LLC) of the decedent’s business. If you’re the personal representative or executor of the estate, gather court letters of appointment to prove your authority to act on behalf of the decedent’s estate. - Obtain Articles of Incorporation or Organization
Missouri’s Secretary of State maintains all formation documents. Use the Business Entity Search at https://bsd.sos.mo.gov/BusinessEntity/BESearch.aspx to locate the entity. Request certified copies of the Articles of Incorporation (for corporations) or Articles of Organization (for LLCs) online or by mail (fee required). - Review Corporate Bylaws or Operating Agreement
Bylaws (for corporations) or an operating agreement (for LLCs) typically reside with the company’s registered agent or corporate records custodian. As the estate’s representative, submit a written request for a complete copy of these governance documents. - Invoke Statutory Inspection Rights
Under Missouri law, shareholders and authorized representatives can inspect corporate records. See RSMo §351.248 (revisor.mo.gov/351.248).- Provide a written demand stating your purpose and the desired records.
- Allow the corporation 5 business days to produce the documents at a reasonable location.
- If the request is denied, you may petition the circuit court for an inspection order.
- Check Record-Keeping Requirements
Corporations must maintain certain records at their principal office, including minutes, shareholder lists and financial statements. See RSMo §351.076 (revisor.mo.gov/351.076). - Consider Court Intervention
If the business refuses or stalls your request, your estate’s representative can petition the probate or circuit court for an order to compel production of the documents. Present statutes and your letters of appointment as supporting evidence. - Next Steps After Reviewing Documents
Once you obtain formation documents and bylaws, review voting rights, transfer restrictions and any buy-sell provisions that affect the decedent’s interest. This review will guide estate distribution or sale of the business interest.
Helpful Hints
- Confirm and keep a certified copy of your letters of appointment.
- Record the corporation’s entity ID number from the SOS website.
- Send document requests via certified mail and keep proof of delivery.
- Review minutes and shareholder lists to identify parties with decision-making power.
- Note statutory deadlines under Missouri probate rules for estate administration.