Detailed Answer
When a business owner dies in Georgia, the personal representative appointed by the probate court steps into the decedent’s shoes to manage and distribute assets—this includes any corporate interests. To protect the estate and ensure proper transfer of ownership, you’ll need to obtain and review key corporate formation documents and bylaws. Here’s how:
1. Confirm Your Authority in Probate
Under O.C.G.A. § 53-6-1 (Justia), a personal representative (formerly executor or administrator) gains legal authority to collect assets, pay debts, and distribute property according to the will or Georgia’s intestacy laws. Obtain your letters testamentary or letters of administration from the probate court before requesting corporate records.
2. Request Articles of Incorporation and Amendments
Articles of incorporation (and any amendments) detail the corporation’s name, purpose, registered agent, and incorporators. These are public records filed with the Georgia Secretary of State. To obtain copies:
- Visit the Georgia eCorp portal: https://ecorp.sos.ga.gov/
- Search by the corporation’s name or control number.
- Pay the statutory fee to download certified copies.
O.C.G.A. § 14-2-201 (Justia) describes the required contents of articles of incorporation.
3. Demand Corporate Bylaws and Records
Bylaws govern internal corporate procedures (meetings, officer roles, voting). They are not publicly filed, but Georgia law grants inspection rights to shareholders and their legal representatives. Under O.C.G.A. § 14-2-831 (Justia), you can:
- Send a written demand to the corporation’s registered agent or corporate secretary.
- Specify a proper purpose, such as administering the decedent’s estate.
- Request inspection of minutes, accounting records, shareholder lists, and bylaws.
4. Review Share Transfer and Buy-Sell Provisions
Look for clauses in the articles, bylaws, or separate shareholder agreements that govern what happens to shares when a shareholder dies. Common provisions include:
- Right of first refusal in favor of remaining shareholders.
- Mandatory buy-out formulas based on appraised value.
- Restrictions on transferring shares to third parties.
Understanding these terms is critical to valuing the interest and identifying required procedures.
5. Petition the Court if Records Are Withheld
If the corporation refuses your written demand, O.C.G.A. § 14-2-833 (Justia) allows you to petition a Georgia court to compel inspection. The court may order production of records and award attorney’s fees if it finds the demand was proper.
6. Consult Professional Advisors
After gathering formation documents and bylaws, work with legal and financial advisors. They can help interpret complex provisions, determine fair market value, and guide any required corporate or probate filings.
Disclaimer: This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney in Georgia for advice about your specific situation.
Helpful Hints
- Locate the decedent’s corporate minute book or corporate kit early—it may contain bylaws and stock ledgers.
- Keep all record requests and responses in writing to create a clear paper trail.
- Check the probate court’s deadlines for opening the estate (see O.C.G.A. § 53-5-20).
- Confirm whether a buy-sell agreement exists separate from the bylaws.
- Hire a forensic accountant if the corporate structure involves multiple entities or complex valuations.