How to Distinguish Assets Belonging to a Deceased Person’s Estate from Those Held by a Corporation in Vermont

Detailed Answer

When someone dies, their personal assets pass through probate, while assets owned by a corporation remain with the corporate entity. Under Vermont law, the key factors are title, corporate records, and statutory separateness.

1. Examine Legal Title and Account Ownership

Review deeds, vessel registrations, bank accounts, investment statements, and vehicle titles. Vermont courts treat anything titled in the decedent’s individual name as estate property. Anything titled in a corporation’s name belongs to the corporation. See 11A V.S.A. § 32 on corporate property rights: legislature.vermont.gov/statutes/section/11A/001/00032.

2. Check Corporate Records and Bylaws

Request the corporate minute book, bylaws, stock ledger, and share certificates. These documents show who holds shares and who has authority over corporate assets. If your relative formed a corporation, the corporate charter (11A V.S.A. § 1 et seq.) will list its purposes and initial assets.

3. Review Vermont Probate Statutes

Assets in the decedent’s estate fall under Title 14 (Estates and Trusts). For definitions, see 14 V.S.A. § 1: legislature.vermont.gov/statutes/section/14/001/00001. Estate assets include:

• Real property titled in the decedent’s name.
• Bank and brokerage accounts in the decedent’s name without a pay-on-death designation.
• Personal property, such as jewelry, vehicles, and collectibles.

4. Identify Commingling or Alter Ego Issues

If a decedent used corporate funds to pay personal expenses, or if the corporation lacked formal governance, a court might “pierce the corporate veil” (11A V.S.A. § 47). That could bring certain corporate assets into the estate if the corporation was merely an alter ego of the decedent. See 11A V.S.A. § 47.

5. Gather Documentary Evidence

Compile internal memos, emails, and invoices showing how the asset was acquired and used. If the decedent personally signed the purchase agreement and never transferred the asset to the corporation, it likely belongs to the estate.

Helpful Hints

• Create an asset list with titles, account numbers, and ownership details.
• Obtain certified copies of the corporate charter and bylaws from the Vermont Secretary of State (sos.vermont.gov/business-services).
• Review probate filings in the county where the decedent lived; most filings list estate assets.
• Consult the corporate minute book for board resolutions authorizing major transactions.
• If you suspect veil-piercing, note any evidence of commingling personal and corporate funds.
• Speak with a probate attorney to confirm classification before distributing assets.