Disclaimer: This article provides general legal information under Arkansas law and is not legal advice.
Detailed Answer
If a decedent owned an interest in a corporation, the personal representative (executor or administrator) can access the company’s formation documents and bylaws. These records help you confirm ownership rights, transfer restrictions, management roles, and buy-sell provisions. Follow these steps under Arkansas law:
Step 1: Identify the Entity
Use the Arkansas Secretary of State’s Business & Commercial Services portal to locate the corporation’s official name, entity number, and registered agent. Visit https://www.sos.arkansas.gov/business-commercial-services and search by name.
Step 2: Obtain Articles of Incorporation and Amendments
Articles of Incorporation, any amendments, and certificates of amendment file with the Secretary of State. You can download uncertified copies online free of charge. To get certified copies, submit a request through the portal and pay the statutory fee. These filings establish the corporation’s initial capital structure and any changes to it.
Step 3: Request Corporate Records and Bylaws
Bylaws do not file with the state but remain in the company’s minute book. Under Ark. Code Ann. § 4-27-103, a corporation must maintain its minute book, a stock ledger, and records of all shareholder and board actions (§ 4-27-103). Shareholders and their personal representatives have inspection rights under Ark. Code Ann. § 4-27-508 (§ 4-27-508) and § 4-27-509 (§ 4-27-509).
To exercise these rights, deliver a written demand to the corporation’s registered agent or custodian of records that states a proper purpose related to your role as personal representative. Allow at least five business days for compliance.
Step 4: Leverage Personal Representative Authority
Present letters testamentary or administration issued by the probate court to the corporation’s records custodian. These letters prove your authority to act for the decedent and may expedite access to records. The corporation cannot withhold properly requested documents from a duly appointed personal representative.
Step 5: Review and Analyze the Documents
Once you obtain the articles and bylaws, examine key provisions:
- Share transfer restrictions, including right of first refusal or buy-sell clauses
- Shareholder voting rights and quorum requirements
- Board composition, officer duties, and amendment procedures
- Effective dates of amendments to confirm which rules apply at the decedent’s date of death
If you identify ambiguities or contested provisions, consider consulting a business attorney to interpret the documents and advise on next steps.
Helpful Hints
- Keep copies of all correspondence and certificate requests for your file.
- Review Arkansas Business Corporation Act deadlines before sending inspection demands.
- Request certified copies of formation documents for court filings.
- Check for annual reports or statements of information the corporation filed with the Secretary of State.
- Consider a corporate governance audit to uncover unfiled amendments or unsigned bylaws.