Disclaimer: This article is for informational purposes only and does not constitute legal advice. Always consult a qualified attorney to address your specific legal needs.
Detailed Answer
When a business owner passes away, the personal representative (executor) of the estate must identify, collect and value all estate assets, including corporate interests. Here are the key steps under Florida law:
1. Confirm Appointment of the Personal Representative
Under Fla. Stat. § 733.301, a court appoints a personal representative to administer the estate. This individual gains legal authority to handle decedent’s assets.
2. Inventory Corporate Interests in Probate
Florida law requires the personal representative to file an inventory of all estate assets, including shares or membership interests, within 60 days of appointment. See Fla. Stat. § 733.603 for details on inventory contents and deadlines: Fla. Stat. § 733.603.
3. Obtain Certified Formation Documents from Sunbiz
The Division of Corporations (“Sunbiz”) maintains records of articles of incorporation, amendments and annual reports. To retrieve these:
- Visit Sunbiz.org.
- Search by corporate name or document number.
- Order certified copies of articles of incorporation, amendments and annual reports.
4. Review Corporate Bylaws and Governing Documents
Bylaws govern board meetings, shareholder rights and transfer restrictions. They may reside with the corporate secretary or in the company’s registered records. If unavailable online, request them directly from the corporation’s registered agent or principal office.
5. Invoke Shareholder Inspection Rights
Florida Statutes grant shareholders (and their legal representatives) the right to inspect certain records during regular business hours. This includes minutes of meetings, share ledgers and accounting records. Key statutes:
- Fla. Stat. § 607.1602 (Corporate books and records requirements)
- Fla. Stat. § 607.1603 (Shareholder inspection rights)
Submit a written request to the corporate secretary. If the corporation denies access, the personal representative may petition the circuit court for enforcement.
6. Seek Court Intervention if Necessary
If the corporation refuses inspection requests, file a motion in the probate court under Fla. Stat. § 733.507. The court can order the corporation to produce records and may award attorney’s fees for enforcement.
Helpful Hints
- Keep all correspondence and requests in writing to create a clear record.
- Review the articles of incorporation for any transfer restrictions on shares or interests.
- Confirm any corporate deadlines for records requests to avoid delays.
- Consult the corporate bylaws for notice requirements before calling shareholder meetings.
- If you hit roadblocks, consider hiring a probate attorney experienced in corporate matters.