Disclaimer: This article is for educational purposes only and does not constitute legal advice. Consult a qualified attorney for guidance tailored to your situation.
Detailed Answer
When a business interest passes through probate, you often need the corporate formation documents—such as articles of incorporation—and the corporate bylaws to understand governance rules, ownership rights, and transfer restrictions. Under Idaho law, you can access public filings through the Idaho Secretary of State and obtain internal records directly from the corporation. Below are the key steps:
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Access Public Filings via the Idaho Secretary of State
Idaho Code requires the Secretary of State to maintain a database of articles of incorporation, amendments, annual reports, and other formation documents. You can search by entity name or control number and download certified or uncertified copies online. Visit Idaho Secretary of State Corporate Filings for details.
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Request Internal Records from the Corporation
Under Idaho Code § 30-30-104, every Idaho corporation must keep at its principal office a copy of its bylaws, meeting minutes, and a record of shareholders’ names and share holdings. A shareholder or the decedent’s personal representative may inspect these records upon written demand. See Idaho Business Corporations Act, Chapter 30.
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Exercise Rights as Personal Representative
Letters testamentary or of administration issued by the probate court grant you authority to gather estate assets. Under Idaho Code § 30-1-3, a personal representative can request documentation from third parties, including corporations, to administer the estate. Provide certified letters and a written demand for bylaws and minute books.
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Review and Analyze Key Provisions
Once you obtain the articles and bylaws, focus on these clauses:
- Ownership and share-transfer restrictions (preemptive rights, buy-sell agreements)
- Voting and meeting rules (quorum requirements, special meeting procedures)
- Director and officer appointment and removal
- Amendment procedures for bylaws and articles
Helpful Hints
- Confirm the exact entity name and control number before searching the Secretary of State database.
- Prepare a formal written demand referencing Idaho Code § 30-30-104 when requesting internal records.
- Keep certified copies of letters testamentary to prove authority to inspect corporate records.
- Note any deadlines imposed by corporate bylaws for inspection requests (e.g., 5–10 days after demand).
- Review any shareholder agreements or buy-sell provisions that may affect valuation or transfer of the decedent’s interest.
- Consult an estate or probate attorney if corporate records raise complex governance or valuation issues.