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Detailed Answer

Disclaimer: This information is for educational purposes only and does not constitute legal advice. Consult a licensed attorney to discuss your specific situation.

When someone with an ownership interest in a corporation dies in Tennessee, the personal representative (also called the executor) steps into the decedent’s shoes to enforce rights and access records. Here’s how to obtain and review the corporate formation documents and bylaws:

1. Confirm the Entity Type. Verify whether the decedent held shares in a business corporation, a close corporation, or another form of business entity such as an LLC. The Tennessee Secretary of State (SOS) online database at tnbear.tn.gov lets you search by business name or SOS control number.
2. Obtain Certificate of Incorporation and Amendments.
   • Access the SOS website and request certified copies of the Articles of Incorporation (sometimes called Certificate of Incorporation) and any filed amendments. Fees vary by document.
   • These filings show the company’s authorized shares, registered agent, purpose, and any charter provisions limiting transfer of ownership.
3. Review Bylaws and Internal Records.
   • Bylaws govern shareholder meetings, election of directors, and transfer restrictions. They often reside at the corporate principal office rather than with the SOS.
   • Under Tennessee’s Revised Business Corporation Act, a shareholder or the personal representative stepping into the decedent’s rights may inspect corporate records for a proper purpose. See Tennessee Code Annotated § 48-21-104: Inspection of Books and Records.
   • Submit a written demand to the corporate secretary specifying the documents you seek (bylaws, shareholder registers, meeting minutes). Tennessee law requires the corporation to provide these within 5 business days if the request is made in good faith and describes a proper purpose.
4. Use Probate Authority.
   • The personal representative, once appointed by the probate court, holds letters testamentary or letters of administration. These letters evidence authority to act on behalf of the decedent’s estate.
   • If the corporation resists inspection, present certified letters to the board or registered agent. You can also file a petition in the probate court to enforce inspection rights.
5. Enforce Through Court if Necessary.
   • If the corporation denies or unreasonably delays inspection, the personal representative can file a petition in the Chancery or Circuit Court of the county where the corporation’s registered office is located.
   • Courts may order production of documents and award costs under Tennessee Code Annotated § 48-21-114: Enforcement of Inspection Rights.

By following these steps, the personal representative ensures a complete review of the decedent’s corporate records. Armed with this information, they can value the business interest, comply with any transfer restrictions, or negotiate buy-outs with other shareholders.

Helpful Hints

• Keep records of all written requests and any correspondence with the corporation or its counsel.
• Verify the decedent’s share ownership via the shareholder ledger to confirm the right to inspect.
• Check for transfer-restriction clauses in the Articles of Incorporation; some companies require board approval or right of first refusal.
• Be aware of deadlines in the probate process; timely inventory of estate assets is crucial.
• Consider hiring a corporate records retrieval service if dealing with a large volume of filings or multiple jurisdictions.