How to Obtain and Review Corporate Formation Documents and Bylaws Affecting a Decedent’s Business Interest in North Carolina

Detailed Answer

1. Identify the Type of Entity

First, determine whether the decedent owned an interest in a corporation, a limited liability company (LLC), a partnership, or another structure. The steps and statutes differ slightly:

• Corporation – governed by Chapter 55 of the North Carolina Business Corporation Act.
• LLC – governed by Chapter 57D of the North Carolina Limited Liability Company Act.
• Partnership or LLP – governed by Chapter 59.

2. Retrieve Publicly Filed Documents

Many foundational documents are free online:

1. Visit the NC Secretary of State Business Search.
2. Enter the business name or the Secretary of State (SOS) ID.
3. Download the Articles of Incorporation (corporation) or Articles of Organization (LLC) and any amendments.

These filings confirm the entity’s existence, registered agent, and share/ownership structure.

3. Request Internal Records Under Statute

The personal representative has legal authority to demand the company’s internal records that are not filed with the State but are crucial for probate:

• Corporations: N.C. Gen. Stat. §55-16-01–16-04 grant shareholders (and therefore the estate) the right to inspect bylaws, minutes, shareholder lists, and accounting records.
• LLCs: N.C. Gen. Stat. §57D-3-04 allows members (or their legal representatives) to inspect the operating agreement, tax returns, and financial statements.

Send a written demand to the company’s registered agent referencing the above statutes and enclose Letters Testamentary or Letters of Administration as proof of authority.

4. Use Probate Discovery Tools if Needed

If owners or managers refuse, the estate can:

• File a motion to compel under N.C. Gen. Stat. §1-274 (probate is a special proceeding).
• Serve a subpoena duces tecum under Rule 45 of the North Carolina Rules of Civil Procedure.
• Seek a court order under §55-16-04 or §57D-3-04 for inspection.

5. Review the Documents for Probate Purposes

Once obtained, evaluate:

• Bylaws / Operating Agreement: Transfer restrictions, buy-sell clauses, valuation methods, and rights on death.
• Share/Unit Ledgers: Percentage owned, outstanding shares/units, and whether the decedent’s interest is certificated.
• Minutes & Resolutions: Loans, guarantees, or pending litigation that may affect estate value.
• Financial Statements & Tax Returns: Determine fair market value and any undistributed income.

6. Address Buy-Sell or Redemption Obligations

Many agreements require the company—or the remaining owners—to purchase the decedent’s interest within a set period. Valuation methods can include book value, appraised value, or a fixed formula. Promptly calendar any deadlines to preserve estate rights.

7. Report and Disclose to the Clerk of Court

The personal representative must disclose the business interest on the Estate Inventory (Form AOC-E-505) and later the Annual/Final Account. Supply supporting valuations or appraisals to avoid objections from heirs or the clerk.

Helpful Hints

• Search the decedent’s email and safe-deposit box for unsigned drafts of operating agreements—sometimes the only copy.
• If the business is an S-Corp, request Form 2553 and recent K-1s from the accountant to verify shareholder status.
• Look for life-insurance policies owned by the company; they often fund buy-sell obligations.
• Check the NC Secretary of State filings for annual report attachments that may reference bylaw changes.
• Engage a valuation professional early when the agreement lacks a clear pricing formula.

Need guidance? Business interests can make probate far more complex, and missed deadlines may cost heirs thousands. Our North Carolina probate attorneys routinely handle estates with closely held companies. Call us today at (919) 341-7055 to protect the estate’s rights and move the process forward.