Detailed Answer
When someone dies owning an interest in a Kentucky corporation, you may need the company’s formation documents (such as the Articles of Incorporation) and bylaws to determine ownership rights, transfer procedures, and governance rules. Under Kentucky law, these documents are partly public records and partly maintained privately by the company.
1. Appointment of Personal Representative
Before accessing corporate records, the decedent’s estate must appoint a personal representative (executor or administrator). Under the Kentucky Uniform Probate Code (KRS Chapter 395), the court issues “Letters Testamentary” or “Letters of Administration.” These letters grant legal authority to act on behalf of the estate.
2. Obtaining Articles of Incorporation
Kentucky’s Secretary of State (SOS) maintains a Business Entity Search where you can look up public records for corporations. Visit the SOS online portal (https://web.sos.ky.gov/ftsearch/) and search by corporate name. You can download certified copies of the Articles of Incorporation for a fee. The statutory authority is in KRS Chapter 271 (Corporations).
3. Accessing Bylaws and Corporate Records
Bylaws, meeting minutes, shareholder registers, and stock transfer ledgers are not filed with the SOS. Kentucky law requires the corporation to keep these internal records at its principal office: see KRS 271.340 (KRS Chapter 271). As personal representative, you can demand inspection. Provide certified Letters Testamentary and a written request to the corporation’s registered agent or corporate secretary.
4. When Records Are Refused
If the corporation fails to provide records within a reasonable time (usually five business days), Kentucky law allows you to petition the court for an order compelling disclosure. See KRS 271.310 (KRS Chapter 271).
5. Reviewing the Documents
Once obtained, review the Articles and bylaws for provisions on:
- Transfer restrictions (e.g., rights of first refusal)
- Ownership percentages and voting rights
- Procedures for stock or membership transfers upon death
- Distribution of dividends and profits
Understanding these provisions clarifies how the decedent’s interest passes to heirs or beneficiaries.
6. Next Steps
After reviewing, you may need to:
- Prepare transfer documents or stock certificates
- Fulfill any notice requirements in the bylaws
- File an amendment with the SOS if ownership changes
Consult with a probate or corporate attorney to ensure compliance with Kentucky law and the corporation’s governing documents.
Disclaimer: This article is for informational purposes only and does not constitute legal advice.
Helpful Hints
- Keep certified Letters Testamentary when requesting records.
- Confirm the corporate name’s exact spelling before an SOS search.
- Note that fees apply for certified copies from the SOS.
- Always request records in writing and track delivery.
- Check bylaws for deposit or indemnity requirements before inspection.