Detailed Answer
When a business owner dies, the personal representative of the estate must gather corporate formation documents and bylaws to determine the decedent’s rights and obligations. In Hawaii, this process involves two main steps: obtaining public filings and requesting private corporate records.
1. Identify the Entity
Confirm the exact legal name and entity type (corporation, LLC, etc.) of the decedent’s business. Check the decedent’s personal papers or the original certificate of incorporation/formation.
2. Access Public Filings through DCCA
The Hawaii Department of Commerce and Consumer Affairs (DCCA) Business Registration Division maintains public records for all registered entities. You can:
- Search the statewide business database: hbe.ehawaii.gov.
- Download the Articles of Incorporation or Organization, any amendments, and initial bylaws or operating agreements.
- Obtain a Certificate of Good Standing, which confirms the entity’s active status.
3. Request Private Corporate Records
Hawaii law grants shareholders and personal representatives the right to inspect certain corporate records:
- Under HRS §414-235, a shareholder (or personal representative stepping into the decedent’s shoes) may demand access to the corporation’s books, records, and minutes of meetings. HRS §414-235.
- For limited liability companies, members may inspect operating agreements and financial records per HRS §428-7-102. HRS §428-7-102.
As personal representative, send a written demand to the registered agent or corporate secretary. Specify the records you need (e.g., bylaws, shareholder agreements, meeting minutes) and cite the applicable statute. State law generally requires the corporation to respond within five business days.
4. Leverage Probate Powers
Under the Hawaii Uniform Probate Code, a personal representative has broad authority to collect and manage estate assets, including business interests. See HRS §560-2-703 for powers related to asset collection. Use this statutory authority to support any record requests.
5. Review the Documents
- Articles of Incorporation/Organization: Confirm ownership structure, share classes, capital contributions.
- Bylaws or Operating Agreement: Identify voting rights, transfer restrictions, buy-sell provisions, and procedures for handling disputed transfers after death.
- Meeting Minutes and Resolutions: Check for any prior amendments or special approvals affecting transfers on death.
Carefully compare the decedent’s estate plan and these corporate documents. Note any restrictions on transfer of ownership. If conflicts arise, the personal representative may need to negotiate with other shareholders or members.
Helpful Hints
- Keep copies of all requests and responses to prove compliance with statutory deadlines.
- Use the online DCCA portal for quick access to public records and certificates.
- Confirm the entity’s registered agent address for delivering your inspection demand.
- Track any confidentiality provisions in shareholder agreements before disclosing records publicly.
- Consider hiring a corporate attorney if the entity disputes your inspection rights.
- Organize documents chronologically to detect any post-incorporation changes or mergers.
Disclaimer: This article is for educational purposes and does not constitute legal advice. Consult a licensed attorney to address your specific situation.