How to Obtain and Review Corporate Formation Documents and Bylaws Affecting a Decedent’s Business Interest

When a loved one who held shares or an ownership interest in a corporation passes away in South Carolina, the personal representative of the estate often needs to access corporate formation documents and bylaws to determine the scope of the decedent’s business rights and obligations. This guide explains how to obtain and review these documents under South Carolina law.

Detailed Answer

1. Confirm Your Authority as Personal Representative

Under the South Carolina Probate Code, the personal representative (formerly called executor or administrator) has the legal authority to act on behalf of the decedent’s estate once letters of appointment or letters testamentary have been issued by the probate court. SC Code § 62-3-712 grants this authority, which includes the power to demand business records.

2. Identify the Required Corporate Records

Key corporate documents include:

• Articles of Incorporation/Organization: The foundational charter filed with the South Carolina Secretary of State.
• Bylaws or Operating Agreement: Internal rules governing management, voting rights, transfer restrictions and procedures on a shareholder’s death.
• Shareholder or Member Agreements: Contracts that may impose buy-sell obligations.
• Corporate Minutes and Stock Ledger: Records of meetings and the ownership registry.

3. Use Statutory Rights to Demand Records

South Carolina law provides two routes:

1. Probate Demand: Under SC Code § 62-3-714, a personal representative may demand any records or documents in the possession of a third party (including a corporation) that relate to estate assets or liabilities.
2. Corporate Inspection Right: Shareholders (and their successors) may inspect certain records under SC Code § 33-31-152. A decedent’s estate, as the successor-in-interest, can make this request if letters testamentary are presented.

4. Submit a Formal Written Request

Prepare a letter that includes:

• Copy of letters testamentary or letters of administration.
• Identification of the decedent’s ownership interest.
• List of specific documents requested (articles of incorporation, bylaws, minutes, ledgers).
• Statutory basis for the request (cite SC Code § 62-3-714 and/or SC Code § 33-31-152).

Send the demand via certified mail or other tracked delivery method to the corporation’s registered agent or principal office.

5. Address a Refusal or Delay

If the corporation refuses or ignores your demand, you can:

• File a petition in probate court under SC Code § 62-3-714 to compel production of estate-related records.
• Bring an action in the Court of Common Pleas under SC Code § 33-31-152 to enforce the inspection right.

6. Review, Analyze, and Retain Documents

Once obtained, verify:

• Whether bylaws contain a transfer restriction or buy-sell provision on a shareholder’s death.
• Shareholder meeting minutes addressing decedent succession.
• Stock ledger to confirm the decedent’s ownership percentage.

Keep electronic and hard copies in the estate file for future accounting and distribution.

Helpful Hints

• Check the South Carolina Secretary of State’s Business Filings portal (https://businessfilings.sc.gov) for publicly filed articles of incorporation.
• Review the decedent’s personal records, safe deposit boxes or corporate binders for bylaws and agreements.
• Be mindful of any deadlines under the probate court’s scheduling order.
• Keep detailed delivery and receipt records when sending demands.
• Consult a probate attorney if the corporation resists or if complex valuation issues arise.

Disclaimer: This article provides general legal information under South Carolina law. It is not legal advice. Consult a qualified attorney for advice specific to your situation.