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Detailed Answer

When a Utah resident inherits or gains rights to a decedent’s corporate interest, the first step is to collect all formation documents, including articles of incorporation and bylaws. These documents outline the corporation’s structure, governance rules, and share transfer procedures.

1. Identify the Decedent’s Corporate Position

Determine whether the decedent held common or preferred stock, served as an officer or director, or had a shareholder agreement. Review the estate’s inventory or consult the personal representative to understand the nature of the decedent’s business interest.

2. Obtain Certified Articles of Incorporation

Under Utah Code §16-10-204 (§16-10-204), articles of incorporation are public records. Request certified copies from the Utah Division of Corporations and Commercial Code at corporations.utah.gov. You can search the business entity online or submit a written request and fee.

3. Request Bylaws and Corporate Records

Bylaws and minute books are not filed with the state. A shareholder or the decedent’s personal representative may inspect these internal records under Utah Code §16-10-209 (§16-10-209). Deliver a written demand to the registered agent or principal office. The corporation must comply within five business days.

4. Enforce Inspection Rights

If the corporation fails to provide records, the personal representative can petition the district court for an order compelling production. Utah Code §16-10-209 authorizes the court to grant access and award costs.

5. Analyze Key Provisions

Once you receive the articles and bylaws, review sections on share transfer restrictions, director election procedures, amendment processes, and shareholder approval requirements. Note any preemptive rights or buy-sell agreements that may affect the estate’s options.

Disclaimer: This article provides general information and does not constitute legal advice. Consult a qualified attorney to address your specific situation.