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Detailed Answer

When someone dies owning shares or membership interests in a North Dakota corporation or LLC, their estate representative must locate and review the entity’s formation documents and bylaws or operating agreement. These records clarify management rules, transfer restrictions and shareholder rights.

1. Identify the business entity. Confirm the exact legal name and entity type (corporation or LLC) by reviewing the decedent’s will, estate inventory or prior correspondence. Accurate identification prevents delays when searching state records.
2. Obtain formation documents from the North Dakota Secretary of State.
   • Visit the Business Services section on the Secretary of State website: sos.nd.gov/business/business-services.
   • Request certified copies of the Articles of Incorporation (corporations) or Articles of Organization (LLCs). Under N.D.C.C. § 10-19.1-41, these filings are public records.
   • Pay the nominal fee and allow several business days for processing.
3. Request corporate bylaws or LLC operating agreement from internal records.
   • North Dakota law requires every corporation to maintain bylaws at its principal office. See N.D.C.C. § 10-19.1-52 (Inspection of Records).
   • LLCs must keep an operating agreement if one exists. These internal documents do not file with the state.
   • As an estate representative or shareholder, you have a right to inspect these records on written demand. If the corporation refuses, you may seek a court order.
4. Use personal representative authority to act on behalf of the decedent.
   • After appointment, a personal representative may access business records under N.D.C.C. § 30.1-11-07 (Powers and Duties of Personal Representative).
   • Provide a certified copy of Letters Testamentary or Letters of Administration when requesting records.
5. Review and analyze the documents.
   • Look for transfer restrictions, buy-out provisions or consent requirements in the bylaws or operating agreement.
   • Check whether the estate must offer shares to existing owners or if the decedent’s heirs automatically inherit.
   • Note deadlines for elections, notice requirements or appraisal rights.

Helpful Hints

• Search the Secretary of State’s business database by entity name or ID number.
• Keep copies of all requests and filings in the estate’s case file.
• Verify whether the corporation’s registered agent can supply internal records.
• Consult an attorney if the corporation resists record inspection or raises complex valuation issues.
• Track statutory deadlines in the North Dakota Uniform Probate Code to avoid missed opportunities.

Disclaimer: This article provides general information on North Dakota law and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.