Disclaimer: This article provides general information only and does not offer legal advice. Consult a qualified attorney for guidance on your situation.
Detailed Answer
Step 1: Confirm the Entity Type and Your Authority
Begin by identifying the type of business (corporation, LLC or other). Determine whether you serve as the personal representative for the decedent’s estate. Court-issued letters testamentary or letters of administration establish your authority to act.
Step 2: Obtain Formation Documents from the Minnesota Secretary of State
Access the Minnesota Business Records portal at mblsportal.sos.state.mn.us. Search by the entity’s legal name or business ID. Request certified copies of the Articles of Incorporation (for corporations) or Certificate of Organization (for LLCs) and any amendments. A small fee applies.
Step 3: Request Corporate Bylaws and Minutes
Corporations adopt bylaws under Minn. Stat. §317A.255. Contact the corporate secretary or registered agent to obtain a copy of the bylaws and key minutes. If the company denies access, invoke your inspection rights under Minn. Stat. §317A.751. Send a written demand that includes your representative capacity and the records you seek. The corporation must respond within ten days.
Step 4: Use Probate Powers to Access Business Records
Under Minn. Stat. §524.3-804, a personal representative may inspect and copy books, records and other documents of any business in which the estate holds an interest. Provide certified letters from the court to the custodian of records. They must permit inspection and copying.
Step 5: Review Key Documents to Assess the Decedent’s Interest
Examine formation documents, bylaws, shareholder or membership ledgers, stock certificates and meeting minutes. Look for transfer restrictions, buy-sell agreements and voting provisions. This review clarifies the decedent’s ownership percentage, rights and potential obligations.
Helpful Hints
- Keep written records of all document requests and responses.
- Verify any buy-sell provisions or shareholder agreements early.
- Obtain and present court letters naming you personal representative.
- Note statutory deadlines for inspection demands under Minn. Stat. §317A.751.
- Consider consulting a probate attorney if you encounter resistance.