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This article explains how a personal representative or interested party can obtain and review corporate formation documents and bylaws that affect a decedent’s business interest under Washington law.

Detailed Answer

1. Identify the relevant corporate documents

Key corporate formation documents include the Articles of Incorporation (or Certificate of Formation), corporate bylaws, and any amendments. These records establish the corporation’s legal existence, governance rules, shareholder rights, and amendment history.

2. Access public records via the Washington Secretary of State

The Washington Secretary of State maintains filed corporate documents online. To retrieve them:

1. Go to the Business Search portal: https://ccfs.sos.wa.gov/#/BusinessSearch
2. Enter the corporation name or UBI number.
3. Select the entity and download available filings, including Articles of Incorporation and amendments.

These filings are public records under RCW 42.56 (Public Records Act).

3. Request internal corporate records and bylaws

Bylaws often remain off-record at the Secretary of State. To inspect bylaws, minute books, or accounting records, a shareholder or personal representative may rely on inspection rights under Washington’s business corporation statute.

• Under RCW 23B.07.030 (Shareholder inspection rights), a shareholder may inspect corporate records for a proper purpose.
• A personal representative who holds letters testamentary qualifies as a shareholder-equivalent when representing the decedent’s interest.
• Submit a written demand to the corporate secretary. Cite RCW 23B.07.030 and specify the records sought.
• If the corporation refuses or fails to respond within 5 business days, you may petition the superior court for an order to compel production (RCW 23B.07.030(3)).

4. Obtain legal authority and letters testamentary

To act on behalf of the decedent’s estate, you must secure appointment from the probate court:

• File a petition for probate in the appropriate county under RCW 11.20.010 (Appointment of personal representative).
• Obtain letters testamentary or letters of administration, which grant authority to collect and manage estate assets, including corporate interests.
• Present certified letters to the corporation when requesting records or exercising shareholder rights.

5. Review and analyze the documents

Once you obtain the formation documents and bylaws, review them to understand:

• Voting rights tied to the decedent’s shares.
• Transfer restrictions or buy-sell provisions triggered by death.
• Dissolution or redemption clauses affecting estate administration.
• Amendment history to confirm current bylaws are in effect.

Disclaimer

This article is for educational purposes only and does not constitute legal advice. Consult a qualified attorney to address your specific situation.

Helpful Hints

• Use the official Washington SOS Business Search to access public filings quickly.
• Keep a copy of all written demands and corporate responses for your records.
• Track deadlines: corporations must respond to inspection requests within 5 business days.
• Consult RCW chapters 23B (Business Corporations) and 11 (Probate) for detailed statutory language.
• Consider hiring a probate attorney if the corporation challenges your inspection rights.