How to Obtain and Review Corporate Formation Documents and Bylaws Affecting a Decedent’s Business Interest

Disclaimer: This article is for educational purposes only and does not constitute legal advice. Consult an attorney about your specific situation.

Detailed Answer

When a business owner passes away, heirs or a personal representative may need to access the company’s corporate formation documents and bylaws to understand ownership rights, governance rules, and transfer provisions. In West Virginia, these records typically include the articles of incorporation, bylaws, shareholder ledgers, membership agreements (for LLCs), and any amendments.

1. Confirm Your Authority

If you are named as the personal representative (executor) in the decedent’s will or appointed by the probate court, you step into the decedent’s shoes and can demand company records. If you are simply a beneficiary, you may need to petition the probate court for letters of administration giving you that authority.

2. Identify the Relevant Corporate Code Sections

• West Virginia Code §31C-3-302 requires corporations to maintain copies of their articles, bylaws, and shareholder lists at the principal office. WV Code §31C-3-302
• West Virginia Code §31C-3-303 grants shareholders the right to inspect and copy those records after a written demand. WV Code §31C-3-303
• If the interest is in an LLC, West Virginia Code §31B-3-305 provides members the right to obtain information on the company’s formation and operations. WV Code §31B-3-305
• Probate authority flows from West Virginia Code §44-2-13, which empowers personal representatives to take possession of a decedent’s property, including business interests. WV Code §44-2-13

3. Draft and Send a Written Demand

Prepare a formal written request on estate letterhead or your own stationery if you are the personal representative. Include:

• The decedent’s name and your role (e.g., personal representative)
• A reference to the corporation or LLC name and date of formation
• A specific request for the articles of incorporation/organization, bylaws, operating agreement, amendments, and any shareholder or membership ledgers
• A citation to the applicable statute (§31C-3-303 for corporations or §31B-3-305 for LLCs)
• A reasonable deadline (often 10–14 days)

4. Review the Documents

Once you receive the records, review key provisions:

• Share transfer restrictions and rights of first refusal
• Voting thresholds for major corporate actions
• Buy-sell or redemption clauses triggered by death
• Procedures for calling meetings and appointing new directors or managers

5. Enforce Your Rights if Denied

If the company denies your request, you can file a petition in the circuit court for an order compelling inspection and copying under the relevant code section. Courts generally enforce statutory inspection rights for valid demands.

Helpful Hints

• Verify your appointment as personal representative before making a demand.
• Check the company’s principal office address in the Secretary of State’s database.
• Keep copies of all correspondence and track deadlines.
• Consider a confidentiality agreement if the company objects to disclosure.
• Consult probate court filings for any buy-sell agreements incorporated by reference.
• If the decedent held multiple business interests, repeat the process for each entity.