Detailed Answer
Under Delaware law, a corporation is a separate legal entity from individuals, including family members. When a person dies, their estate consists of all assets owned by the decedent in their individual capacity. Conversely, assets held by a family member’s corporation belong to that corporate entity, not the decedent’s estate. The personal representative of an estate cannot access or distribute corporate assets unless the corporation itself transferred them to the decedent personally before death.
1. Recognize Separate Legal Status
Delaware’s General Corporation Law treats corporations as distinct entities. See 8 Del. C. § 102. The corporation’s board and officers manage corporate assets. An individual’s estate administration, governed by Title 12 of the Delaware Code, covers only assets titled in the decedent’s name. See Title 12.
2. Review Asset Documentation
Check titles, deeds, account statements, and certificates. Estate assets typically include:
- Real property titled solely in the decedent’s name
- Bank and brokerage accounts in the decedent’s name
- Personal property like vehicles or jewelry held individually
Corporate assets include property and accounts titled in the corporation’s name, as evidenced by corporate resolutions or bylaws.
3. Examine Corporate Records
Request the corporation’s Certificate of Incorporation, bylaws, and meeting minutes. These records identify corporate assets and confirm ownership. Under 8 Del. C. § 220, a stockholder may inspect records to verify corporate property. See 8 Del. C. § 220.
4. Conduct Public and UCC Searches
Search the Delaware Division of Corporations for the corporate entity’s filings. Perform a UCC search through the Delaware Secretary of State to locate liens or security interests on assets. This confirms whether an asset belongs to the corporation or the estate.
5. Seek Professional Guidance
If uncertainty persists, consult a probate attorney. They can navigate title issues and ensure proper estate administration under 12 Del. C.
Helpful Hints
- Always start by examining how each asset is titled at death.
- Distinguish personal representative duties from corporate officer duties.
- Use Delaware’s online Code and Division of Corporations searches.
- Document all findings with copies of records and search results.
- Consider engaging a forensic accountant for complex holdings.