Disclaimer: This article is for informational purposes only and does not constitute legal advice. Consult a qualified attorney for guidance on your specific situation.
Detailed Answer
When a decedent owned an interest in a corporation or limited-liability company in Nevada, the personal representative (executor or administrator) has the right to access key formation documents and governing rules. These records typically include articles of incorporation (or organization), corporate bylaws, LLC operating agreements and amendments. Follow these steps under Nevada law:
- Identify the entity type and registered agent. Confirm whether the business is a corporation governed by Chapter 78 of the Nevada Revised Statutes (NRS) or an LLC under Chapter 86. Obtain the entity name and SOS file number by searching the Nevada Secretary of State’s online database (https://www.nvsos.gov).
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Request documents from the Secretary of State. Under NRS 78.205, the articles of incorporation and amendments for corporations are public records. You may order certified copies via the SOS website or by mail. For LLCs, NRS 86.080 requires the articles of organization. Certified copies cost a nominal fee and typically arrive within a few business days.
Reference: NRS 78.205 (Bylaws and records) and NRS 86.080 (Articles of organization). - Obtain governing bylaws or operating agreement. Corporate bylaws and LLC operating agreements are not filed with the state. The decedent’s records or the company’s registered office should hold these documents. The personal representative stands in the decedent’s shoes and can request them from the corporate secretary or an LLC manager. If the corporate officers or managers refuse, the personal representative can cite inspection rights under NRS 78.315 (shareholder inspection) or NRS 86.385 (member inspection).
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Use rights of inspection under Nevada law.
- NRS 78.315 allows shareholders (and their legal representatives) to inspect minutes, bylaws and stock ledgers.
- NRS 86.385 grants LLC members inspection rights for records including operating agreements and membership ledgers.
If the entity denies access, the personal representative can petition the probate court to compel production.
- Petition the probate court if needed. Under NRS 132.210 and NRS 132.270, the court may enforce the personal representative’s right to manage and protect estate assets. File a motion in probate to order the company or registered agent to turn over the requested documents.
- Review and preserve the documents. Once you receive certified copies of the articles and bylaws or operating agreement, carefully review any provisions on transfer restrictions, shareholder or member obligations, buy-out rights and voting rules. Comply with any notice periods or consents required before transferring the decedent’s interest.
Helpful Hints
- Keep copies of all SOS filings and correspondence in a dedicated estate file.
- Note any deadlines for notice to other shareholders or members.
- Check for amendments or restatements of bylaws and operating agreements.
- Confirm the registered agent’s address in case you need to serve formal requests.
- Consult probate statutes (NRS Chapter 132) for step-by-step authority of a personal representative.