Disclaimer: This article is for educational purposes only and does not constitute legal advice. Consult a qualified attorney for guidance on your specific situation.
Detailed Answer
When a business owner dies leaving an ownership stake in a Wisconsin corporation, the personal representative of the estate must gather the company’s foundational documents and bylaws. These records clarify ownership rights, transfer restrictions, voting powers and procedures for share succession. Here’s a step-by-step approach under Wisconsin law:
1. Obtain Articles of Incorporation and Amendments
Articles of incorporation (sometimes called the certificate of incorporation) and any amendments are public filings maintained by the Wisconsin Department of Financial Institutions (DFI). You can access them online:
- Visit the Wisconsin DFI Business Entity Search: https://www.wdfi.org/apps/CorpSearch/Search.aspx
- Enter the corporate name or registration number.
- Order certified copies or download available PDF filings.
These documents are filed under Wis. Stat. § 180.0601 (Articles of Incorporation). They include the authorized share structure, purpose, registered agent and any capital amendments.
2. Request Corporate Bylaws and Internal Records
Bylaws govern internal operations—board meetings, officer roles and transfer restrictions. Bylaws are not public, but shareholders have an inspection right. As the decedent’s personal representative, you step into the deceased’s shareholding rights:
- Send a written demand to the corporation’s registered agent or principal office.
- Cite Wis. Stat. § 180.0941 (Inspection of Corporate Records).
- Specify records sought: bylaws, shareholder registers and stock transfer ledgers.
The corporation must allow inspection and copying within five business days unless limited by statute.
3. Review Operating Agreements (for LLCs)
If the decedent held interests in a limited liability company, review the operating agreement. Under Wis. Stat. § 183.0402 (Inspection of Records by Members), members or assignees can inspect company records after proper notice.
4. Analyze Transfer Restrictions and Valuation Provisions
Once you have the documents, look for:
- Share transfer limitations, right of first refusal or buy-sell provisions.
- Preemptive rights for existing shareholders.
- Valuation methods on death (book value, appraisal or formula).
Understanding these clauses helps you determine how to transfer or liquidate the decedent’s interest under the corporate governance rules.
5. Coordinate with Legal and Tax Advisors
After gathering and reviewing documents, consult an estate or corporate attorney to interpret complex provisions. Tax implications may arise on share transfers or estate distributions.
Helpful Hints
- Confirm you have letters testamentary or letters of administration authorizing record requests.
- Check DFI’s fee schedule for certified document copies.
- Keep detailed records of all correspondence with the corporation.
- Review shareholder agreements—these may impose additional restrictions.
- Verify meeting minutes for any bylaws amendments not reflected in the original filings.