Detailed Answer
In Ohio, a deceased person’s estate and a separate corporation each own assets under different legal principles. Identifying which assets belong to the estate and which remain with the corporation helps ensure the proper administration of probate and protects corporate liability shields.
1. Understand the Separate Legal Entities
- Estate: Upon death, a probate estate arises at the decedent’s domicile. The personal representative gathers and distributes assets according to Ohio Revised Code Chapter 2115 and Chapter 2125. See R.C. 2115 and R.C. 2125.
- Corporation: A corporation organized under Ohio Revised Code Chapter 1701 exists as its own legal “person.” It holds title to its assets separately from shareholders or relatives. See R.C. 1701 (General Corporation Law).
2. Review Title and Ownership Documents
Assets titled in the decedent’s name—such as real estate deeds, vehicle titles, or securities registered to the individual—form part of the estate. By contrast, corporate assets bear the corporation’s name on deeds, stock certificates, or account titles. If a deed lists “XYZ, Inc.”, the property stays with that corporation, not the decedent’s probate estate.
3. Examine Corporate Records
Check the corporation’s:
- Articles of incorporation and bylaws (R.C. 1701.08, 1701.09)
- Minutes of shareholder or board meetings approving asset purchases
- Resolutions authorizing real estate acquisitions or bank accounts
These records confirm that the corporation—not the individual—authorized and owns the asset.
4. Review Bank and Financial Accounts
Estate assets typically flow into an estate bank account under the personal representative’s control. Corporate funds move through corporate accounts under the corporation’s Employer Identification Number (EIN). Separate account records reinforce separate ownership.
5. Inventory and Appraisal in Probate
Under R.C. 2115.09, the personal representative must file an inventory of estate assets with the probate court. Corporate assets do not appear on that inventory. If an asset is omitted, the court may question whether the personal representative overlooked estate property or misclassified corporate property.
6. Seek Forensic Accounting if Needed
When ownership is unclear—such as funds commingled in joint accounts—a forensic accountant can trace transactions and segregate estate property from corporate property. Clear accounting records help prevent disputes among heirs or creditors.
Helpful Hints
- Always check the exact name on title documents. Individual names indicate estate assets; corporate names indicate corporate assets.
- Request certified copies of corporate records from the Secretary of State or the corporate registered agent.
- Open a separate estate bank account promptly to avoid commingling personal and corporate funds.
- Consult probate court local rules for deadlines on filing the estate inventory (R.C. 2115.09).
- Keep detailed records of asset transfers and approvals in meeting minutes or written resolutions.
- If you suspect an asset was transferred improperly before death, review Ohio’s fraudulent transfer statutes under R.C. 1336.
- When in doubt, consult an attorney specializing in Ohio probate and corporate law to guide you through complex situations.