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

Disclaimer: This article is for informational purposes only and does not constitute legal advice. Consult a qualified attorney for guidance tailored to your situation.

Detailed Answer

When a business owner passes away, their estate’s representatives often must gather corporate formation documents (articles of incorporation, certificates of limited partnership, etc.) and bylaws to understand ownership rights and obligations. In Virginia, you can follow these steps:

1. Identify the Entity and Its Records

Locate the exact legal name and entity type (corporation, LLC, partnership). You can search the Virginia State Corporation Commission (SCC) online database via cis.scc.virginia.gov. Note the SCC ID number and the registered agent’s name and address.

2. Request Certified Formation Documents from the SCC

1. Visit the SCC Record Request page: SCC Records Request.
2. Select “Certification” and provide the entity’s SCC ID or exact name.
3. Pay the required fee (currently $10 for a certificate plus any multi-page charges).
4. Receive certified copies of articles of incorporation (Va. Code § 13.1-805) or similar formation papers.

3. Obtain Corporate Bylaws or Operating Agreements

Bylaws typically are kept internally by the corporation or its registered agent. To obtain them:

• Contact the registered agent listed on the SCC records.
• Request a copy of the bylaws or operating agreement. Provide proof of your authority (e.g., letters testamentary or letters of administration).
• If the agent refuses, you may petition the circuit court for inspection under Va. Code § 13.1-824, which grants shareholders and “persons of record” the right to inspect books and records.

4. Review Key Provisions

When you receive the documents, focus on sections that affect the decedent’s interest:

• Ownership Shares or Membership Units: Capital contributions and percentage ownership.
• Transfer Restrictions: Rights of first refusal, buy-sell provisions, and approval thresholds for transfers (Va. Code § 13.1-850).
• Voting Rights: Differences between common and preferred stock, quorum requirements.
• Succession and Buy-Out Clauses: Procedures if an owner dies or becomes incapacitated.
• Amendment Procedures: How bylaws or articles may be changed, including required vote majorities.

5. Analyze Estate Impact

Compare the documents to the decedent’s will or trust. Determine if the estate has the right to retain, sell, or distribute the shares/units. Identify any deadlines or notice requirements for exercising buy-sell provisions.

Helpful Hints

• Gather letters testamentary or administration to prove your authority to third parties.
• Use the SCC’s online portal to avoid mail delays and view recent filings instantly.
• Check meeting minutes and resolutions for informal amendments not reflected in bylaws.
• Keep copies of all correspondence and payments for recordkeeping.
• If you face resistance obtaining records, consult an attorney about filing a petition under Va. Code § 13.1-824.