Disclaimer: This article is for informational purposes only and does not constitute legal advice.
Detailed Answer
When a business owner dies, a personal representative or executor often needs access to the corporation’s foundational records—namely, its Articles of Incorporation, amendments and bylaws. In New Mexico, you can obtain and review these documents through the Secretary of State’s office and by inspecting internal corporate records.
Step 1: Identify the Entity
Gather the full legal name of the corporation as it appears on state filings. If available, note the entity ID or file number. These details ensure accurate search results.
Step 2: Search New Mexico Secretary of State Records
Visit the New Mexico Secretary of State’s Business Search portal at https://portal.sos.state.nm.us/BFS/online/CorporationBusinessSearch. Enter the corporation’s name or file number. The system displays the filed Articles of Incorporation and any amendments.
Step 3: Request Certified Copies
To obtain certified copies of Articles and amendments, use the online ordering system or submit a written request by mail. Fees and procedures are listed on the Secretary of State’s Business Services page: https://www.sos.state.nm.us/Business_Services/. Certified documents provide official proof of filing dates, incorporators and authorized shares under NMSA 1978 § 53-11-4: https://nmonesource.com/nmos/nmsa1978/chapter_53/article_11/53-11-4.
Step 4: Review the Bylaws
Bylaws govern internal operations but are not filed with the state. Check the corporation’s principal office or the custodian of records. If you serve as personal representative and hold shares or authority granted by the will, New Mexico law permits you to inspect the bylaws and other records under NMSA 1978 § 53-11-48. Send a written demand to the custodian of records, stating your lawful purpose: https://nmonesource.com/nmos/nmsa1978/chapter_53/article_11/53-11-48.
Step 5: Understand Shareholder Inspection Rights
New Mexico’s Business Corporation Act grants shareholders the right to inspect, copy or audit financial records, meeting minutes and other documents. If the decedent’s estate holds shares, the personal representative steps into the decedent’s shoes for inspection purposes. Follow the procedures in NMSA 1978 § 53-11-48.
Step 6: Use Probate Court Authority
The probate court issues letters testamentary or letters of administration, confirming your authority over the decedent’s estate. Provide certified letters to the corporate custodian or state agency as needed. A court order can also compel the corporation to produce records not publicly filed.
Helpful Hints
- Confirm the corporation’s exact name and entity ID before searching.
- Keep copies of letters testamentary or administration to prove your authority.
- Request certified copies for use in probate or share transfers.
- Send inspection demands by certified mail and retain delivery receipts.
- Review bylaws for buy-sell provisions triggered by death.
- Consider consulting a probate or corporate attorney for complex matters.