Detailed Answer
When someone dies owning an interest in a New Jersey corporation or limited liability company (LLC), the personal representative must gather and review key corporate formation documents and bylaws. Below is a step-by-step guide under New Jersey law. This information is for educational purposes and not legal advice.
1. Secure Letters of Testamentary or Letters of Administration
First, petition the Surrogate’s Court in the county where the decedent lived. Under N.J.S.A. 3B:3-11 and 3B:3-16, the court issues letters testamentary (if there’s a will) or letters of administration (if no will). These letters appoint you as the personal representative and grant authority to act on behalf of the estate. See N.J.S.A. 3B:3-11 and N.J.S.A. 3B:3-16.
2. Retrieve Public Formation Filings from the State
New Jersey requires corporations to file their Certificate of Incorporation and LLCs to file their Certificate of Formation with the Division of Revenue & Enterprise Services. These documents are public records. You can download certified copies or view PDFs online:
- NJ Business Entity Search Portal (Certificates of Incorporation/Formation)
- Division of Revenue & Enterprise Services – Business Registration
3. Request Internal Bylaws and Operating Agreements
Bylaws (for corporations) and operating agreements (for LLCs) do not file with the state. They remain company records held by the registered agent or corporate secretary. Under N.J.S.A. 14A:6-7, a stockholder (or their personal representative) may inspect corporate records, including bylaws, upon written demand and proof of authority. For LLC records, see N.J.S.A. 42:2B-22. Links to statute summaries:
- N.J.S.A. 14A:6-7 (Inspection of corporate records)
- N.J.S.A. 42:2B-22 (LLC member access to records)
Include your certified letters with each request. Send demands via certified mail or use the company’s registered office address.
4. Use Your Fiduciary Authority to Compel Disclosure
If the company denies your request, you can petition the Surrogate’s Court or a Superior Court chancery division. A judge may order the corporation or LLC to deliver the requested records to protect the estate’s interests.
5. Review and Analyze the Documents
Once you receive the Certificate of Incorporation or Formation, bylaws or operating agreement, and any amendments, verify:
- Share or membership percentages
- Voting rights and approval thresholds
- Transfer restrictions or right of first refusal
- Board composition and appointment procedures
- Quorum requirements and notice provisions
Understanding these provisions helps you decide how to manage, distribute, or sell the decedent’s business interest.
Helpful Hints
- Keep certified copies of your letters with every request.
- Check the Surrogate’s Court local website for filing fees.
- Document each step with written records and proof of delivery.
- Consult a corporate attorney if bylaws contain complex governance rules.
- Track deadlines for estate accounting and tax filings.
Disclaimer: This article provides general information under New Jersey law. It does not constitute legal advice. For guidance tailored to your situation, consult a qualified attorney.