Short Answer

In North Carolina, any shareholder—including a court‑appointed personal representative holding the decedent’s shares—may demand to inspect corporate records. Send a written demand with at least five business days’ notice identifying the records you want (bylaws, minutes, stock ledger). If the corporation refuses, you can ask the Superior Court to order inspection and, in some cases, recover your costs. If someone disputes who owns the shares, the estate’s personal representative can use probate tools to secure documents and resolve ownership.

Understanding the Problem

In North Carolina, how can you, as a shareholder or the estate’s personal representative, get the bylaws and corporate records from a private family corporation when they aren’t being provided? Here, an unofficial document surfaced that purports to transfer the decedent’s shares to a niece, and the bylaws are missing. You need the records to verify ownership, voting rights, and procedures tied to a stalled land sale.

Apply the Law

North Carolina’s Business Corporation Act gives shareholders inspection rights. The corporation must keep specified “required records” (including bylaws) at its principal office and allow inspection upon written demand with reasonable notice. Some records (like bylaws and recent shareholder minutes) are available on notice; others (like accounting records and the current shareholder list) require a proper purpose and a request stated with reasonable particularity. If the corporation refuses a valid demand, a shareholder can seek a court order. A personal representative (executor/administrator) stands in the decedent’s shoes and may exercise shareholder rights while the estate holds the shares. When ownership is disputed or key share documents are withheld, probate procedures allow the personal representative to examine persons holding estate property and seek recovery.

Key Requirements

• Standing: You must be a shareholder of record; a personal representative qualifies while administering the decedent’s shares.
• Written demand and notice: Make a written demand and give at least five business days’ notice; specify a reasonable time and place for inspection.
• Scope of records: Bylaws and other “required records” are available upon notice; accounting records and the shareholder list require a proper purpose described with reasonable particularity.
• Enforcement: If refused, file in Superior Court to compel inspection; the court may award costs and attorney’s fees if the refusal lacked reasonable cause and can issue protective conditions on use.
• Estate overlay: A personal representative may exercise shareholder rights and, if needed, use a probate proceeding to examine persons holding estate property (like stock certificates or transfer instruments) and seek recovery.
• Transfer restrictions: Check for any share transfer restrictions (often in bylaws or agreements); such restrictions can affect whether a claimed transfer is valid.

What the Statutes Say

• North Carolina Gen. Stat. § 55-16-01 (Required corporate records) – Corporations must maintain specified records, including bylaws, for shareholder inspection.
• North Carolina Gen. Stat. § 55-16-02 (Inspection by shareholders) – Sets notice, proper purpose, and scope for inspection and copying.
• North Carolina Gen. Stat. § 55-16-04 (Court-ordered inspection) – Allows Superior Court to compel inspection and award costs if refusal was unjustified.
• North Carolina Gen. Stat. § 28A-13-3 (Powers of personal representative) – Authorizes a personal representative to exercise shareholder rights with estate-held stock.

Analysis

Apply the Rule to the Facts: The estate holds the decedent’s shares unless a valid transfer occurred. The personal representative has standing to demand bylaws, shareholder minutes, and the stock ledger on five business days’ notice; reviewing these records serves a proper purpose (confirming who may vote and authorize a land sale). If the corporation refuses or claims the niece owns the shares based on the unofficial document, the personal representative may seek a court order to compel inspection and, separately, use a probate proceeding to examine and recover any estate share documents being withheld.

Process & Timing

1. Who files: A shareholder of record or the estate’s personal representative. Where: Send a written inspection demand to the corporation’s secretary or registered office in North Carolina. What: Demand to inspect and copy “required records” (bylaws; shareholder meeting minutes for the past three years; current articles) and, if needed, accounting records and the shareholder list (state a proper purpose and describe requested records with reasonable particularity). When: Give at least five business days’ notice.
2. If refused or ignored, file a civil action in Superior Court to compel inspection under the inspection statute; request expedited relief and appropriate protective conditions. County timelines vary.
3. If someone else holds estate share documents (e.g., certificates or transfer papers) or there is a dispute over who owns the shares, the personal representative may file a verified probate petition before the Clerk of Superior Court to examine persons believed to hold estate property and seek recovery. If needed, pursue a separate declaratory action to resolve ownership.

Exceptions & Pitfalls

• Shareholder status: Inspection rights run to shareholders of record. The estate may need to present Letters and request the corporation update its books to reflect the personal representative’s authority.
• Proper purpose: For accounting records and the shareholder list, state a clear, good‑faith purpose (for example, verifying ownership and voting needed for a pending land sale) and describe the records precisely.
• Confidentiality: Expect reasonable conditions (e.g., nondisclosure) for sensitive records; courts can tailor protective orders.
• Transfer restrictions: Corporate bylaws or agreements may restrict transfers; a restriction’s enforceability often depends on proper notice to shareholders.
• Service and proof: Send demands in writing to the corporation’s official address; keep delivery proof to support a later court petition.

Talk to a Probate Attorney

If you’re dealing with missing bylaws, disputed share transfers, or a stalled corporate vote tied to an estate, our firm has experienced attorneys who can help you understand your options and timelines. Call us today at 919-341-7055.

Disclaimer: This article provides general information about North Carolina law based on the single question stated above. It is not legal advice for your specific situation and does not create an attorney-client relationship. Laws, procedures, and local practice can change and may vary by county. If you have a deadline, act promptly and speak with a licensed North Carolina attorney.