Disclaimer: This article is for informational purposes only and does not constitute legal advice. Consult a qualified attorney before making decisions.
Detailed Answer
1. Identify the Business Entity
First, determine whether the decedent’s interest lies in a corporation, LLC, partnership or other entity. For a corporation, verify the exact corporate name registered in Louisiana. You can search the Louisiana Secretary of State’s business database at sos.la.gov.
2. Request Corporate Formation Documents
Louisiana law requires the Secretary of State to maintain copies of all articles of incorporation and amendments. To obtain these:
- Visit the Louisiana Secretary of State’s Corporations Division website above.
- Pay the applicable fee and submit a records request for certified copies of the Articles of Incorporation and any amendments.
- You will receive a certified copy of the formation documents, including the original filing date and corporate purpose statement.
Statutory authority: La. R.S. 12:1345 (Secretary of State custody of corporate filings).
3. Inspect Corporate Records and Bylaws
Bylaw inspection rights in Louisiana arise under La. R.S. 12:1309. A shareholder or the decedent’s personal representative may inspect books and records:
- Request an appointment with the corporate secretary at the principal office.
- Provide proof of status as a personal representative or shareholder.
- Inspect bylaws, meeting minutes, shareholder ledgers, and stock transfer records.
See La. R.S. 12:1309 on inspection of corporate records.
4. Review and Analyze the Documents
Once you have the formation documents and bylaws:
- Confirm share ownership and transfer restrictions upon death.
- Note any buy-sell provisions or rights of first refusal triggering upon a shareholder’s death.
- Identify quorum and voting requirements for approving transfers or amendments.
5. Coordinate with the Personal Representative
The decedent’s personal representative (executor) has authority to act on behalf of the estate. Provide the executor with copies of all corporate documents and bylaws so they can:
- Consent to share transfers under the bylaws.
- Appoint or ratify new directors if required.
- Engage legal counsel to navigate complex succession provisions.
Helpful Hints
- Keep copies: Maintain both certified and uncertified copies for your file.
- Track fees: Louisiana SOS charges per page and for certification.
- Check deadlines: Some bylaws impose strict time limits for exercising rights.
- Verify entity type: LLCs and partnerships follow different record-request procedures under La. R.S. 12:1310 and 12:202.
- Seek guidance: A business attorney can interpret complex buy-sell clauses.