Disclaimer: This article is for educational purposes and is not legal advice.
Detailed Answer
When a business owner dies, the decedent’s estate personal representative (executor or administrator) typically has the authority to gather corporate records and governance documents. Under Michigan law, corporations must file specific formation documents with the Department of Licensing and Regulatory Affairs (LARA) and keep internal records, including bylaws, at the principal office. Follow these steps to obtain and review the necessary documents:
1. Obtain Articles of Incorporation
Michigan corporations file their Initial Articles of Incorporation with LARA’s Corporations Division. To request a copy:
- Mail a request to Michigan LARA, Corporations Division, PO Box 30054, Lansing, MI 48909.
- Order online at LARA Business Services.
The Articles of Incorporation set out share classes, authorized capital, registered agent details and more. LARA charges a small fee per copy.
2. Request Corporate Bylaws
Bylaws are internal rules adopted by the board of directors and are not filed publicly. To access bylaws and amendments:
- Contact the corporation’s registered agent or corporate secretary directly.
- Submit a written records request under the Michigan Business Corporation Act, MCL 450.1524, which entitles shareholders and their representatives to inspect corporate records.
Your request should describe the documents sought. The corporation must respond within a reasonable time and may impose a reasonable copying fee.
3. Review Share Transfer and Succession Provisions
Examine Articles and Bylaws for provisions on share transfer upon death, rights of first refusal, buy-sell agreements and valuation formulas. Key areas include:
- Transfer restrictions and approval procedures.
- Method for valuing and distributing shares.
- Responsibilities of the estate or new shareholders.
4. Present Estate Authority
If you act as personal representative, include certified Letters of Authority or Letters of Testamentary issued by the probate court with your request. These documents demonstrate your power to obtain the corporate records.
Helpful Hints
- Verify the decedent’s share ownership by reviewing the corporate stock ledger.
- Keep copies of all correspondence and document requests.
- Understand any confidentiality obligations before sharing records.
- Check for related shareholder or buy-sell agreements that may affect transfer rights.
- Consider consulting an attorney to interpret complex corporate provisions.