How to obtain and review corporate formation documents and bylaws affecting a decedent’s business interest in Alabama

Disclaimer: This article is for informational purposes only and does not constitute legal advice.

Detailed Answer

If a business owner dies owning shares in an Alabama corporation, the personal representative (executor) of the estate may access corporate formation documents and bylaws to determine rights and obligations. Follow these steps:

1. Identify the Entity: Obtain the exact legal name of the corporation as it appears on the Articles of Incorporation filed with the Alabama Secretary of State.
2. Request Articles of Incorporation: The Secretary of State retains the initial Articles of Incorporation and any amendments. Submit a written request or use the online ordering system at Alabama Secretary of State – Business Services. Certified copies usually carry a nominal fee.
3. Obtain Corporate Bylaws: Alabama does not file bylaws with the state. The corporation’s registered agent, corporate secretary, or general counsel keeps the official bylaws. The personal representative can formally request copies in writing. If the corporation refuses, proceed to the next step.
4. Exercise Statutory Inspection Rights: Under Alabama Code § 10A-1-25, a shareholder or valid proxy holder may inspect specified corporate records, including bylaws and minutes. As successor to the decedent’s shares, the personal representative qualifies for inspection. Review the statute at § 10A-1-25.
5. Use Probate Court Tools: If the personal representative faces resistance, the probate court supervising the estate can compel production via subpoenas or court orders under the Alabama Rules of Probate Procedure. The court can order the corporate custodian to deliver the requested records.
6. Review Key Provisions: Once you obtain the documents, focus on transfer restrictions, buy-sell provisions, voting rights, and shareholder approval requirements. These clauses often dictate how shares pass upon death and how the estate can enforce rights.
7. Consult a Licensed Attorney: While this guide outlines key steps, complex estates or shareholder disputes require professional counsel. An attorney can interpret corporate governance provisions and represent the personal representative in probate or corporate litigation.

Helpful Hints

• Keep copies of all written requests and proof of service when requesting records.
• Search the decedent’s personal files or corporate safe deposit boxes for bylaws or minute books.
• Review Alabama Code Title 10A periodically for updates to corporate governance rules.
• Use certified mail to track correspondence with corporate officers.
• Document any refusals or delays to support a court motion for compelled production.