Transferring a Deceased Spouse’s Corporation and Opening an Estate Bank Account in North Carolina
When a spouse passes away owning shares in a corporation, you must navigate both probate and corporate law to transfer ownership and manage estate funds. This guide walks you through the process under North Carolina law.
1. Petition for Appointment of Personal Representative
File a petition with the clerk of superior court where your spouse lived. Include the original will, a certified copy of the death certificate, and the filing fee. The clerk reviews your eligibility and that of other heirs. See G.S. 28A-6.
2. Obtain Letters Testamentary
After the clerk approves, you receive letters testamentary. These letters give you legal authority to access the decedent’s assets, pay debts, and transfer property. Banks, brokers, and other institutions require them. See G.S. 28A-8.
3. Inventory and Valuation of Corporate Interests
Gather corporate records, including articles of incorporation, bylaws, shareholder agreements, and stock certificates. Obtain a fair market valuation of the shares—this ensures proper estate tax reporting and fair distribution among beneficiaries.
4. Transfer Corporate Shares to Beneficiaries
Review the corporation’s bylaws and any buy-sell or shareholder agreements. These may require board approval or give the corporation or other shareholders the first right to purchase the shares. Once cleared, endorse the old certificates or prepare new ones in the names of the beneficiaries. Update the company’s stock ledger and, if necessary, file amendments with the North Carolina Secretary of State under the General Corporation Law (Chapter 55).
5. Open an Estate Bank Account
Take your letters testamentary, the certified death certificate, and personal identification to a bank. Request an account in the name of the estate. Deposit any remaining personal checking or savings balances, plus proceeds from asset sales. An estate account keeps decedent funds separate from your personal accounts and simplifies record-keeping.
6. Administer and Close the Estate
Use estate funds to pay valid debts, funeral expenses, and administrative costs. Prepare an inventory and list of claims for the clerk’s approval as required by G.S. 28A-15. Distribute the corporate shares and any remaining cash to beneficiaries per the will. Finally, file a closing accounting and petition for discharge to end the estate administration.
Key Points to Remember
- Start probate promptly by filing the will and death certificate.
- Obtain letters testamentary before accessing any assets.
- Follow corporate bylaws and shareholder agreements when transferring shares.
- Open a separate estate bank account to maintain clear records.
- Keep detailed records of valuations, transactions, and distributions.
- Meet all statutory deadlines for inventories, notices, and accountings.
Transferring a deceased spouse’s corporate interest and opening an estate bank account in North Carolina involves multiple legal and administrative steps. At Pierce Law Group, our attorneys guide families through each phase of probate and corporate compliance to ensure a smooth process. Contact us at intake@piercelaw.com or call (919) 341-7055 to schedule a consultation today.
