FastCounsel

Disclaimer: This article is for general legal information only and does not constitute legal advice.

Detailed Answer

When a business owner dies in Mississippi, the personal representative of the estate must gather corporate formation documents and bylaws to evaluate the decedent’s interest. Follow these key steps:

1. Secure Probate Court Authorization: Obtain certified Letters Testamentary or Letters of Administration from the Chancery Court handling the estate. These letters grant authority to act on behalf of the decedent’s estate and are required by third parties when requesting corporate records.
2. Request Articles of Incorporation: Articles of Incorporation (also called Certificate of Incorporation) are filed with the Mississippi Secretary of State. Use the SOS Business Services portal (sos.ms.gov/BusinessServices) to order a certified copy. You will need the corporation’s exact name, the registered agent’s name, and a copy of your Letters from the court.
3. Obtain Corporate Bylaws and Minute Books: Under Section 79-4-13 of the Mississippi Business Corporation Act (Miss. Code Ann. § 79-4-13), every corporation must keep its bylaws at its principal office or registered office. If the corporation maintains an internal minute book, it will include bylaws, shareholder agreements, meeting minutes, and stock ledgers. Send a written request—along with certified Letters and the death certificate—to the company’s registered agent or corporate officer.
4. Review Transfer Restrictions and Succession Provisions: Examine the bylaws and any shareholder or buy-sell agreements that govern how shares transfer upon death. Look for rights of first refusal, redemption provisions, valuation methods, and any restrictions on share transfers.
5. Analyze Tax and Valuation Implications: Consult a tax professional to understand estate tax, gift tax, and capital gains implications. Bylaws or agreements often set valuation formulas or appoint an independent appraiser.
6. Seek Professional Guidance: If you encounter complex restrictions, disputes among shareholders, or unclear succession provisions, consider consulting an attorney experienced in Mississippi corporate probate matters.

Helpful Hints

• Keep certified copies of the death certificate and court Letters on file when requesting corporate records.
• Use the Mississippi Secretary of State’s search tool to verify the corporation’s current status and filings.
• Check whether a separate shareholder agreement imposes additional transfer restrictions.
• Review the bylaws for notice requirements before convening any shareholder or board meetings.
• Maintain clear communication with co-shareholders and other fiduciaries to reduce the risk of disputes.
• Document all correspondence and retain proof of delivery when requesting records.