Detailed Answer
When someone dies owning a Connecticut corporation interest, the personal representative must locate and review key corporate documents to protect the estate’s assets. First, gather the decedent’s will or estate inventory to confirm the exact corporate name and entity type. Then follow these steps:
1. Access Articles of Incorporation and Amendments
Connecticut requires corporations to file Articles of Incorporation and amendments with the Secretary of the State. You can search the Connecticut Business Registry to order certified copies. These records outline the corporation’s name, purpose, authorized shares, and registered agent. For statutory requirements, see Conn. Gen. Stat. § 33-601.
2. Request Corporate Bylaws
Bylaws govern internal management but do not file with the state. They usually reside at the corporation’s principal office with the corporate secretary. Under Conn. Gen. Stat. § 33-648, a personal representative can demand inspection of bylaws and minutes. Send a written request to the registered agent or officers.
3. Review Shareholder Agreements and Amendments
If shareholders signed agreements or executed amendments restricting transfer upon death, review those documents carefully. Shareholder agreements often include right-of-first-refusal, consent provisions, or buy-sell obligations that directly affect the decedent’s interest.
4. Use Probate Court Powers if Necessary
If the corporation refuses to produce records, petition the probate court handling the estate. Connecticut probate courts can order production of estate-related business records under Conn. Gen. Stat. § 45a-164. File a motion outlining the requested documents and explaining why they are essential for estate administration.
After obtaining these documents, review each section to identify transfer restrictions, approval requirements, and any amendments affecting the decedent’s interest. Summarize key provisions for heirs or beneficiaries and consider consulting an attorney for complex issues.
Helpful Hints
- Use the Connecticut Business Registry (ccexplorer.ct.gov) to find filed corporate records.
- Confirm the corporate secretary maintains up-to-date bylaws and meeting minutes.
- Check for shareholder agreements that include buy-sell or right-of-first-refusal provisions.
- Keep detailed records of all correspondence when requesting corporate documents.
- If you encounter resistance, request court intervention under Conn. Gen. Stat. § 45a-164.
Disclaimer: This article provides general information and does not constitute legal advice. Consult a qualified attorney to address your specific situation.