Detailed Answer
Disclaimer: This article is for informational purposes only and does not constitute legal advice.
When a business owner dies, the executor or personal representative must gather corporate formation documents and bylaws to understand estate assets. Under Ohio law, these records include the articles of incorporation and corporate bylaws. Follow these steps:
- Identify the Corporation. Confirm the exact corporate name and filing details through the Ohio Secretary of State’s business search.
- Obtain Articles of Incorporation. Request certified copies from the Ohio Secretary of State under Ohio Revised Code §1701.05 (codes.ohio.gov/1701.05). Pay the required fee and allow processing time.
- Inspect Corporate Records and Bylaws. As a shareholder or fiduciary, you can demand inspection under Ohio Revised Code §1701.94 (codes.ohio.gov/1701.94). Send a written request to the corporation specifying which records you need, including bylaws and amendments.
- Use Probate Court Authority. If the corporation refuses, the executor can petition the probate court for an order compelling production. Under Ohio Revised Code §2109.51 (codes.ohio.gov/2109.51), the court may order third parties to deliver estate assets.
- Review Key Provisions. Examine share transfer restrictions, buy-sell agreements, voting rights, amendment procedures, notice requirements, and dissolution clauses. Note deadlines for amendments or transfers that affect the estate.
- Consult Professionals. Complex corporate rules or disputes often require a qualified attorney or corporate services provider to interpret and enforce your rights.
Helpful Hints
- Use the Ohio SOS business search to verify corporate filings before requesting documents.
- Keep copies of all correspondence with the corporation and the court.
- Track deadlines in the governing documents for submitting requests or objections.
- Consider a formal records inspection demand letter rather than email to establish clear proof of delivery.
- Secure certified copies of all formation documents for estate records.
- Maintain a folder for all corporate documents to simplify estate administration.