Detailed Answer
When a shareholder or owner of an Illinois corporation passes away, the estate’s personal representative must gather and review all corporate formation documents and bylaws to administer the deceased’s business interest properly. Below are the core steps under Illinois law.
1. Locate the Articles of Incorporation and Amendments
The Illinois Secretary of State Business Services Division maintains public records of all filings for corporations formed or registered in Illinois. You can:
- Use the Illinois Secretary of State Corporate and LLC File Search: ilsos.gov/corporatellc.
- Order certified copies of the Articles of Incorporation, any amendments, and annual reports for a nominal fee.
2. Obtain the Corporate Bylaws and Minute Books
Unlike the Articles of Incorporation, corporate bylaws and minute books (which often include shareholder meeting minutes, resolutions, and other internal records) are not filed with the state. These are maintained internally by the corporation’s registered agent or corporate secretary.
3. Exercise Statutory Inspection Rights
Under the Illinois Business Corporation Act, a shareholder (or the estate stepping into the decedent’s shoes) has the right to inspect certain corporate records. Specifically, 805 ILCS 5/8.45 provides for inspection of:
- Minutes of shareholders’ meetings.
- Records of shareholders entitled to vote.
- Copies of the corporation’s financial statements.
To invoke these rights, the personal representative should:
- Send a written demand to the corporate secretary specifying which records are requested.
- Allow the corporation at least five business days to arrange inspection or copying.
4. Enforce Access Through the Courts if Necessary
If the corporation denies or ignores a proper inspection request, the estate can petition the circuit court for a judicial order under 805 ILCS 5/13.10. The court may compel the corporation to produce the records and award costs and attorney fees to the requesting party.
Disclaimer: This article is for educational purposes only and does not constitute legal advice. Consult a qualified attorney to address your specific situation.
Helpful Hints
- Keep a detailed inventory of all documents requested and received, noting dates and page counts.
- Review any shareholder or buy–sell agreements separately; these often sit alongside bylaws and affect transfer of interests.
- Check the Articles of Incorporation for any special amendment provisions that may impact estate administration.
- Preserve the originals in a secure location and work closely with the estate’s attorney to maintain chain of custody.
- Be mindful of Illinois probate deadlines to avoid potential delays in accessing critical corporate records.