Detailed Answer
Understanding the steps to obtain and review corporate formation documents and bylaws can protect the decedent’s estate and clarify successor rights. This section explains how to access these documents under Montana law.
1. Obtain Public Formation Documents from the Montana Secretary of State
All Montana corporations and LLCs file formation documents publicly. For corporations, articles of incorporation file under Mont. Code Ann. §35-1-110 (section 35-1-110). LLCs file articles of organization under Mont. Code Ann. §35-8-102 (section 35-8-102). To request certified copies, visit the Montana Secretary of State Business Services Division. Provide the entity’s exact name or ID and pay the required fee.
2. Access Corporate Bylaws through Inspection Rights
Bylaws establish internal governance but do not file with the state. Shareholders have the right to inspect and copy corporate records, including bylaws, under Mont. Code Ann. §35-1-139 (section 35-1-139). To initiate inspection:
- Submit a written request to the corporate secretary or registered agent.
- State a proper purpose, such as estate administration.
- Allow the corporation five business days to permit inspection.
3. Leverage Probate Authority as Personal Representative
The estate’s personal representative can step into the decedent’s shoes for business interests. Under Mont. Code Ann. §72-1-301 (section 72-1-301), the representative may demand corporate records necessary to inventory estate assets. If the corporation refuses, the court can order production.
4. Inspect LLC Records if the Decedent Held an LLC Interest
LLC members have similar rights under Mont. Code Ann. §35-8-206 (section 35-8-206). The personal representative or member can inspect operating agreements, membership ledgers, and company minutes by written demand to the LLC.
Helpful Hints
- Verify the exact legal name and SOS ID of the entity before requesting documents.
- Keep detailed records of all written requests and any fees paid.
- Review corporate bylaws early to identify transfer restrictions or dissenters’ rights.
- Consider obtaining certified copies for estate records and court filings.
- If a company delays production, seek a court order under probate or corporate statutes.
Disclaimer: This article is for educational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.