Disclaimer: This article provides general information under Oregon law and does not constitute legal advice. Always consult a qualified attorney for guidance on your specific situation.
Detailed Answer
When someone dies holding an ownership interest in a corporation, their personal representative must locate and review the corporation’s formation documents and bylaws. These records clarify share rights, transfer restrictions, board procedures and voting rules. In Oregon, you can obtain articles of incorporation from the Secretary of State and request bylaws and meeting minutes from the corporation or through statutory inspection rights.
1. Confirm Your Authority as Personal Representative
After appointment, the court issues letters testamentary or letters of administration. Under ORS 113.155, the personal representative “collects and preserves the decedent’s estate” including business interests (link: ORS 113.155).
2. Obtain Formation Documents from the Oregon Secretary of State
Oregon corporations must file their Articles of Incorporation with the Secretary of State. You can search and order certified copies online:
- Visit the Oregon Business Registry: sos.oregon.gov/business
- Search by entity name or ID.
- Order a certified Articles of Incorporation under ORS 60.055 (link).
3. Request Bylaws and Meeting Minutes from the Corporation
Corporate bylaws and minutes often remain at the corporation’s principal office or with the registered agent. Use your letters testamentary to send a written request to the officer or registered agent for:
- The current bylaws.
- Minutes of shareholder and board meetings relevant to share transfers or restrictions.
4. Exercise Statutory Inspection Rights
If the corporation refuses, Oregon law grants shareholders (and their personal representatives) inspection rights under ORS 60.461. You may inspect books, records and minutes in person or obtain written copies. The statute states the corporation must furnish records within five business days of a written demand (ORS 60.461).
5. Review and Analyze the Documents
Once you secure the articles, bylaws and minutes, focus on these key areas:
- Share transfer restrictions and any right-of-first-refusal.
- Special voting requirements on shareholder death.
- Provisions for redemption or purchase of shares on death.
- Notice requirements for shareholder meetings.
Understanding these rules helps you determine whether you can transfer, sell or hold the decedent’s interest.
Helpful Hints
- Keep your letters testamentary or administration readily available when making requests.
- Check statutory fees for copies with the Secretary of State before ordering.
- Note statutory deadlines: ORS 60.461 requires response within five business days.
- Organize documents chronologically to track amendments.
- Consider consulting an estate attorney to interpret complex corporate provisions.