How to obtain and review corporate formation documents and bylaws affecting a decedent’s business interest in Alaska | Alaska Probate | FastCounsel
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How to obtain and review corporate formation documents and bylaws affecting a decedent’s business interest in Alaska

August 6, 2025 2 min read

Detailed Answer

When a person dies owning an interest in an Alaska corporation, the personal representative (PR) or another interested party must locate and review the corporation’s formation documents and bylaws. Those records ensure proper estate administration, help determine voting rights, and clarify any transfer restrictions.

1. Confirm Your Authority

Under Alaska’s Probate Code, only a duly appointed PR or administrator may act on behalf of the decedent’s estate. You must obtain letters testamentary or letters of administration from the appropriate Alaska Superior Court (AS 13.16.210).

2. Identify Required Corporate Records

Alaska law requires every corporation to maintain certain records at its principal office:

  • Articles of Incorporation and all amendments (AS 10.06.100(a)(1)).
  • Corporate bylaws and all amendments (AS 10.06.115).
  • Minutes of shareholder and board meetings.
  • Record of shareholders, including name, address, and shares held.

3. Exercise Statutory Inspection Rights

Once you have formal authority, you may formally demand inspection in writing. Alaska Statute AS 10.06.285 grants shareholders and their representatives the right to inspect and copy corporate records for a proper purpose. A PR standing in the decedent’s shoes qualifies as an interested party.

4. Submit a Written Demand

Send a written demand to the corporate secretary or registered agent. Include:

  • Your name and PR appointment details.
  • Status as shareholder or interest holder.
  • Specific records you wish to inspect.
  • Your intended purpose—estate administration qualifies.

5. Responding to Denials

If the corporation refuses or ignores your demand, you may petition the Alaska Superior Court for an order to compel inspection under AS 10.06.285(c). Courts generally enforce inspection rights where the request serves a legitimate estate administration purpose.

6. Review and Use Documents

Once you secure the formation documents and bylaws:

  • Verify any transfer restrictions, buy-sell agreements, or shareholder approval requirements.
  • Note any deadlines for notices or shareholder actions.
  • Identify voting rights that the estate may exercise at upcoming meetings.

Disclaimer: This article provides general information only. It does not constitute legal advice. Consult a qualified attorney for guidance on your specific situation.

Helpful Hints

  • Confirm the decedent’s exact ownership percentage before requesting records.
  • Keep copies of all communications and delivery receipts.
  • Review Alaska Statutes Title 10, Chapter 06 for corporate record requirements.
  • Consult with an estate attorney if the corporation contests your inspection rights.
  • Act early—corporate records may relocate or go missing over time.

The information on this site is for general informational purposes only, may be outdated, and is not legal advice; do not rely on it without consulting your own attorney.