Inspecting Corporate Records for Iowa Estate Administration
Detailed Answer
When a shareholder dies, the personal representative must gather corporate formation documents and bylaws to value or manage the decedent’s business interest. Under Iowa law, follow these steps:
1. Identify the Business Entity
Confirm the decedent was a shareholder in a corporation. Review estate planning records or corporate ledgers to locate the entity’s legal name and filing number.
2. Obtain Articles of Incorporation
Articles of incorporation are public records filed under Iowa Code §490.114. Request a certified copy from the Iowa Secretary of State (SOS) Business Services by submitting the entity name, filing number, and a filing fee.
3. Request Corporate Bylaws
Bylaws are internal documents held at the corporation’s principal office. As the personal representative, you qualify for inspection under Iowa Code §490.1603. Submit a written demand stating your purpose, allow at least five business days’ notice, and inspect records during regular business hours.
4. Prove Your Authority
Include a certified copy of the decedent’s death certificate and letters testamentary or of administration. Under Iowa Code §633.50, the personal representative has authority to collect and manage the decedent’s assets, including corporate interests.
5. Enforce Inspection Rights
If the corporation refuses to comply, petition the Iowa district court under Iowa Code §490.1605 to compel production of records and recover associated costs.
Helpful Hints
- Verify entity details via the Iowa SOS online database before requesting documents.
- Be precise in your written demand: list the records you need (e.g., bylaws, minutes, shareholder ledgers).
- Maintain copies of all requests, responses, and certified documents.
- If you face delays, consider seeking a court order without undue delay.
- Consult a probate or corporate attorney for complex disputes or valuation questions.
Disclaimer: This article is for informational purposes only and does not constitute legal advice. Consult an attorney to address your specific situation.