Disclaimer: This article is for educational purposes and does not constitute legal advice.
Detailed Answer
1. Confirm Your Authority Under Probate Law
As the decedent’s personal representative (executor or administrator), you have the legal authority to gather and review the decedent’s business records. Under 58 O.S. §21 (personal representative powers), you can request documentation relevant to estate administration, including corporate records.
2. Obtain Articles of Incorporation from the Secretary of State
Articles of Incorporation and any amendments are public records filed with the Oklahoma Secretary of State (SOS). To obtain certified copies:
- Go to the SOS Business Entity Search: sos.ok.gov/corp.
- Enter the corporate name or SOS file number.
- Request and pay for certified copies of the original Articles and all amendments.
The filing requirements for Articles of Incorporation appear in 18 O.S. §1002 (filing articles and amendments).
3. Request Bylaws and Internal Corporate Records
Corporate bylaws, meeting minutes and shareholder ledgers are internal records not filed with the SOS. Under 18 O.S. §1085 (inspection of records by shareholders), any shareholder—including an estate acting through its personal representative—may demand to inspect and copy these records. The process is:
- Send a written demand stating a proper purpose (e.g., estate administration).
- Serve the demand on the corporate secretary or registered agent.
- The corporation must allow inspection within five business days.
4. Enforce Compliance Through Probate Court if Necessary
If the corporation refuses to produce bylaws or minutes, you can petition the probate court for an order to compel production. The court may issue subpoenas and enforce compliance under 58 O.S. §§308 and 358 (probate court powers).
5. Review and Analyze Key Corporate Provisions
Once you have all documents, focus on sections that most affect the decedent’s interest:
- Share ownership structure and transfer restrictions
- Voting rights, quorum rules and meeting procedures
- Buy-sell or redemption provisions triggered by death
- Rights and obligations of shareholders and directors
Helpful Hints
- Keep the corporation’s SOS file number handy when requesting documents.
- Always send inspection demands via certified mail and keep proof of service.
- Note statutory deadlines: the corporation must comply within five business days under 18 O.S. §1085.
- Review the decedent’s will or trust for additional corporate governance instructions.
- Consider consulting an estate or corporate attorney if disputes arise over document access.