Disclaimer: This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for advice on your specific situation.
Detailed Answer
When a person who held an ownership interest in a corporation or LLC (the decedent) passes away, the personal representative (executor or administrator) under Indiana’s probate code (Indiana Code Title 29) gains legal control of the decedent’s assets, including business interests. To obtain and review corporate formation documents and bylaws, follow these steps:
1. Identify the Entity Type
Determine whether the decedent owned shares in a corporation or membership interests in an LLC. This affects which statutes and records apply.
2. Access Public Filings at the Indiana Secretary of State
The Indiana Secretary of State (SOS) maintains records of Articles of Incorporation (for corporations) and Articles of Organization (for LLCs). These formation documents are public records. Use the SOS’s Business Entity Search portal to:
- Locate the entity by name or registration number.
- Order certified copies of the Articles for a nominal fee.
Visit the SOS Business Search: https://bsd.sos.in.gov/publicbusinesssearch
3. Request Corporate Bylaws (Corporations) or Operating Agreements (LLCs)
Bylaws (corporations) and operating agreements (LLCs) are not filed with the SOS. They remain with the entity’s principal office. Under Indiana’s corporate records inspection statutes, a shareholder or the personal representative acting on behalf of the decedent may inspect and copy corporate records.
- For corporations, see Indiana Code § 23-1-46.
- For LLCs, see Indiana Code § 23-18-5-2.
Send a written demand to the entity’s registered agent or corporate secretary, providing at least five business days’ notice and stating the proper purpose (valuing the decedent’s interest). If the entity refuses, you may petition the court for a compliance order.
4. Review and Analyze the Documents
- Verify the decedent’s ownership percentage, rights, and restrictions (e.g., transfer prohibitions or buy-sell provisions).
- Check for any amendment history to understand changes over time.
- Identify any management or voting requirements affecting estate distribution.
5. Work with Professionals
Consider engaging a probate attorney or corporate counsel to ensure correct interpretation of complex provisions and to guide you through any court petitions (for example, to compel inspection).
Helpful Hints
- Maintain a detailed log of all requests, correspondence, and received documents.
- Obtain certified copies of corporate filings to use in probate court.
- Check for electronic records or minute books stored at the registered office.
- Be aware of deadlines under the probate code (IC Title 29) for filing asset inventories.
- Confirm that bylaws or operating agreements have not been superseded by amendments.