Detailed Answer
Disclaimer: This article does not constitute legal advice. It provides general information on Delaware law and you should consult an attorney for advice on your specific situation.
1. Identify the Entity and Gather Basic Information
First, determine the legal name of the corporation and its state of incorporation. Visit the Delaware Division of Corporations website at corp.delaware.gov to search the entity name or file number. Record the entity’s file number and formation date.
2. Request Certified Copies from the Delaware Secretary of State
Use the entity file number to order certified copies of the Certificate of Incorporation. You can place an order online or by mail through the Delaware Division of Corporations. The certified copy includes the original incorporation document and any filed amendments. See Delaware Code Title 8 Section 102 for requirements on contents of the certificate (Del. Code tit. 8, § 102).
3. Review the Certificate of Incorporation and Amendments
Examine the Certificate of Incorporation for provisions such as capital structure, classes of stock, voting rights, and special transfer restrictions. Next, review all amendments filed under Title 8 Section 242 (Del. Code tit. 8, § 242). Note changes that may affect a decedent’s share ownership or transfer rights upon death.
4. Examine the Corporate Bylaws
Bylaws govern corporate governance and procedures. If the bylaws are not publicly available, request them directly from the corporation. Bylaws typically outline board meetings, officer powers, and shareholder rights. Under Delaware Code Title 8 Section 109 (Del. Code tit. 8, § 109), bylaws may be adopted, amended, or repealed by the board or the stockholders as specified in the certificate of incorporation.
5. Exercise Inspection Rights Under Delaware Law
A holder of record or designated representative, such as an executor or personal representative of the decedent’s estate, can inspect books and records. Use the statutory inspection right under Title 8 Section 220 (Del. Code tit. 8, § 220). Submit a written demand stating a proper purpose, such as valuing or distributing the decedent’s shares. If the corporation denies or ignores the request, you may file a petition in the Delaware Court of Chancery to compel inspection.
Helpful Hints
- Confirm the decedent’s executor or personal representative status before requesting records.
- Gather a certified copy of the death certificate and letters testamentary to demonstrate authority.
- Review corporation bylaws for any confidentiality or record-keeping provisions.
- Document all communications with corporate officers and the Secretary of State.
- Consult with a Delaware-licensed attorney if the corporation contests your inspection request.