Disclaimer: This information is for educational purposes only and does not constitute legal advice.
Detailed Answer
When a decedent owns shares in a New Hampshire corporation, their personal representative must obtain and review the entity’s formation documents and bylaws to understand ownership and governance rules. Under New Hampshire law, these documents fall into two categories: public filings held by the New Hampshire Secretary of State and internal records maintained by the corporation.
1. Confirm Your Authority
Obtain Letters Testamentary or Letters of Administration from the New Hampshire Probate Court (see RSA 556:1). These letters authorize you to act on behalf of the decedent’s estate.
2. Access Public Filings via the Secretary of State
The New Hampshire Department of State (DOS) Business Division maintains corporate formation records, including the certificate of incorporation (articles of organization), amendments, annual reports and registered agent statements. Use the DOS Corporation Search at https://sos.nh.gov/corporation-search/ to locate the entity by name or file number.
Most documents are available for download at no charge. To obtain certified copies, submit an online or written request to DOS, specify the entity name and file number, and pay the required fee (currently $15 per copy).
3. Request Internal Records and Bylaws from the Corporation
Internal records, such as bylaws, meeting minutes and shareholder ledgers, are not public. Under RSA 293-A:16, a shareholder in good standing may inspect these records for a proper purpose. As personal representative, you stand in the decedent’s shoes and may exercise this right.
Submit a written demand to the corporate secretary. Your letter should identify the corporation, state your status, describe the records you seek (bylaws, minutes, ledgers) and explain a proper purpose (e.g., determining share transfer requirements or valuing the estate’s assets). The corporation has five business days after receiving your demand to comply.
4. Review the Bylaws
Bylaws govern how the corporation operates. Key provisions include:
- Share transfer restrictions or rights of first refusal
- Voting procedures and meeting notice requirements
- Board composition and quorum rules
- Dividend and distribution policies
Carefully read these sections to determine whether any restrictions or approvals are needed before transferring or valuing the decedent’s shares.
5. Enforce Your Rights if Necessary
If the corporation refuses to produce records, you may petition the New Hampshire Superior Court to compel inspection under RSA 293-A:16. Courts can order production and award costs.
Helpful Hints
- Verify the exact corporate name and file number on the DOS website before requesting records.
- Obtain multiple certified death certificates for estate administration and corporate filings.
- Keep copies of Letters Testamentary or Letters of Administration on hand.
- Draft a clear written demand for internal records, stating purpose and specific documents.
- Note statutory deadlines: DOS response times for public filings and corporate inspection timelines.
- Record all communications with DOS and the corporation in writing.
- Review bylaws for any limitations on share transfers before taking further steps.
- Consider consulting an attorney if records are incomplete or the corporation disputes your authority.