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Ask J.Hazelbaker Your Own Question
J.Hazelbaker, Attorney
Category: Business Law
Satisfied Customers: 4385
Experience:  Experienced and trained in the area of business law.
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I just bought an S corporation located and registered in

Customer Question

I just bought an "S" corporation located and registered in Va. It was formed in 1985. The Annual reports are up to date and filed with the Commonwealth. There seller can not find or even remember "Articles Of Incorporation", "Bylaws", "Minutes", or stock records. The business that originally set him up is closed and the owner is deceased. Would any of these records be filed with the state? How best can I bring the corporate legal "books" up to date?
Submitted: 6 years ago.
Category: Business Law
Expert:  J.Hazelbaker replied 6 years ago.
The Articles and the Bylaws could be, but are not required to be, filed with the State Corporations Commission. You can search the filings at the following link:

The minutes are not critical, as they simply memorialize corporate meetings and decision making. In small, closely held corporations, it is not unusual for minutes to be out-of-date, if not entirely absent. This is because with few owners, these formalities often get overlooked and are viewed as unecessary.

Unless the documents are recovered, the only way to bring the books up to date is to formalize the loss of the unrecovered documents in minutes. If you can't recover the Articles or the Bylaws, then you need to adopt new ones, which you can easily do. There are no legal constraints against you doing so.

J.Hazelbaker and 4 other Business Law Specialists are ready to help you
Customer: replied 6 years ago.

When I link I get this


"...Images of business entity documents are not currently available for electronic or online viewing, except for Corporate Annual Reports..."


It does not tell me if these documents are availiable and/or how to get them.





Expert:  J.Hazelbaker replied 6 years ago.
Here is another link you can use:

You can also call the Secretaries office and ask what is on file for a particular entity. They are public documents, which you are entitled to see and copy, even if you weren't the owner.