Disclaimer: This article is for informational purposes only and does not constitute legal advice.
Detailed Answer
When a business owner passes away, their corporate interests often become part of the probate estate. To protect your rights as a beneficiary or personal representative under Maine law, follow these steps to obtain and review the entity’s formation documents and bylaws.
1. Identify the Entity and Locate Public Filings
First, determine the exact name of the corporation as filed with the Maine Secretary of State. Use the online Business Filings Search at Maine Secretary of State – Corporate Records. Search by entity name or charter number to view public filings, including Articles of Incorporation and annual reports.
2. Request Certified Copies of Formation Documents
Under Maine Revised Statutes, Title 13-C, §1002, you may order certified copies of the Articles of Incorporation, any amendments, restated articles, and annual reports. Each certified copy fee is typically $12 plus postage. Submit a written request via the Secretary of State’s website or by mail, specifying the documents and entity name.
3. Obtain Corporate Bylaws and Internal Records
Corporate bylaws are internal and not filed with the Secretary of State. However, as a shareholder or personal representative, you have a statutory right to inspect records under 13-C MRS §262. Send a formal written request to the company’s registered agent or corporate secretary. If the company refuses, the personal representative can petition the probate court for an order compelling production under 18-C MRS §3-202 or use Maine Rule of Civil Procedure 34.
4. Review Key Provisions
Once you obtain the records, focus on provisions that affect the decedent’s interest:
- Share classes and par values
- Transfer restrictions or right of first refusal
- Buy-sell agreements and valuation methods
- Preemptive rights for existing shareholders
- Voting rights and quorum requirements
- Succession clauses for deceased shareholders
Helpful Hints
- Fees: Certified copies cost about $12 each, plus shipping.
- Timing: Allow 2–4 weeks for mailed orders; online downloads may be faster.
- Amendments: Always request all historical amendments to see the full corporate history.
- Organization: Label documents by date and type to simplify review.
- Professional Help: Consider consulting an attorney for valuation disputes or complex transfer restrictions.