Disclaimer: This article is for educational purposes only and does not constitute legal advice. Consult a qualified attorney for advice on your specific situation.
Detailed Answer
1. Identify the Entity and Your Rights
First, confirm the decedent’s ownership interest and entity type (corporation, LLC, etc.). The decedent’s personal representative or heirs generally step into the decedent’s shoes and inherit rights to corporate records, including formation documents and bylaws. Under Texas law, a personal representative has the right to inspect corporate records as if they were the decedent. See Tex. Bus. Orgs. Code § 21.225 (Inspection of Records by Shareholder): statutes.capitol.texas.gov/Docs/BO/htm/BO.21.htm#21.225.
2. Obtain Formation Documents from the Texas Secretary of State
Texas requires all corporations and LLCs to file formation documents with the Secretary of State. You can retrieve those documents online or by mail:
- Visit the SOS Direct website: direct.sos.state.tx.us.
- Search by entity name or file number.
- Order certified copies of the Certificate of Formation (for corporations, see Tex. Bus. Orgs. Code § 3.003: statutes.capitol.texas.gov/Docs/BO/htm/BO.3.htm#3.003).
3. Request Bylaws and Internal Records from the Company
Bylaws and minute books are internal records. The personal representative may send a written request to the company’s registered agent or corporate secretary. Your request should:
- Identify you as the decedent’s personal representative, attaching your appointment order from probate court.
- Cite your statutory right under Tex. Bus. Orgs. Code § 21.225.
- Specify which records you seek (e.g., bylaws, meeting minutes, share ledgers).
4. Enforce Inspection Rights in Court
If the company refuses your request, you can petition a county or district court to compel inspection. The court will review whether your request is proper and whether the records are subject to inspection. See Tex. Bus. Orgs. Code § 21.228 (Action to Compel Inspection): statutes.capitol.texas.gov/Docs/BO/htm/BO.21.htm#21.228.
5. Review the Documents with Professionals
Once you obtain the documents, review them with an attorney or qualified accountant. They can help interpret complex provisions, assess valuation, and identify potential liabilities tied to the business interest.
Helpful Hints
- Gather the Letters Testamentary or Letters of Administration before submitting any requests.
- Check the entity’s registered agent information via the SOS website before sending requests.
- Keep all correspondence in writing and retain delivery receipts.
- Use certified mail or a reputable courier to establish proof of delivery.
- Consult an estate or business law attorney early to avoid procedural missteps.