Disclaimer: This information is for educational purposes only and does not constitute legal advice. Consult an attorney for guidance.
Detailed Answer
When a Wyoming resident passes away owning shares or membership interests in a company, the personal representative of the estate must locate and review corporate formation documents and bylaws. These documents govern share ownership, transfer restrictions, and management decisions. Follow these steps:
1. Confirm Your Authority as Personal Representative
Under Wyo. Stat. § 2-6-201, a personal representative can gather and manage estate assets, including corporate shares. Obtain Letters Testamentary or Letters of Administration from the Wyoming probate court. These letters prove your authority to act on behalf of the decedent’s estate.
2. Access Articles of Incorporation via the Wyoming Secretary of State
Wyoming requires companies to file Articles of Incorporation or Organization with the Secretary of State. Search the state’s online business database at https://wyobiz.wyo.gov/Business/EntitySearch by name or charter number. Review the filing date, registered agent, and corporate purpose sections.
3. Request Certified Copies from the Secretary of State
If you need an official record, submit a request through the Secretary of State’s website. Fees and processing times vary. Certified copies carry the state seal and are admissible in court.
4. Inspect Bylaws and Corporate Records at the Company’s Principal Office
By law, corporations must maintain their bylaws, minutes, and shareholder lists at the principal office. Under Wyo. Stat. § 17-16-120, you can inspect and copy these records during regular business hours. Send a written request to the corporate secretary. Include proof of your estate authority.
5. Understand Transfer and Succession Provisions
Review any share transfer restrictions, buy-sell agreements, or tag-along rights. Corporate bylaws often require board or shareholder approval before transferring shares to an estate. Check if preemptive rights apply or if shares must be offered to existing owners.
6. Seek Court Intervention When Necessary
If the corporation denies access, file a petition in Wyoming district court. The court can order the company to produce records. Cite your authority under the probate code and the inspection rights under the corporate code.
Helpful Hints
- Gather Letters Testamentary before contacting corporate offices.
- Use official state websites for accurate and up-to-date filings.
- Keep copies of all written requests and correspondence.
- Note any deadlines in bylaws for responding to share transfer requests.
- Consider hiring a probate attorney for complex business interests.