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If you’ve been named executor for a loved one’s estate, you might wonder what happens to their business if it’s set up as a corporation. While probate already involves sorting out assets, dealing with a corporation can introduce added complexity. Below is an overview of how a corporation can transition after its owner’s death, along with answers to frequently asked questions.
Do Corporations End When the Owner Dies?
Some small businesses—like sole proprietorships—essentially cease to exist once the owner dies because there’s no distinction between the individual and the business. However, corporations don’t end so automatically. In many cases, they transfer into the estate and then to beneficiaries. Those heirs decide whether to keep the corporation operational, bring in new leadership, or potentially dissolve the company and distribute its value.
Different Types of Corporations and Ownership Transfers
S Corporations
S corporations pass income, deductions, and credits through to the shareholders for tax purposes. When the owner (a shareholder) passes away, that shareholder’s stake goes to the estate. The estate’s beneficiaries then inherit those shares, normally in line with what’s written in the will or determined by probate.
Limited Liability Companies (LLCs)
Though often called “LLCs,” these are technically a separate structure, but the principles for inheritance are similar. An LLC operating agreement typically states what happens if a member dies—like letting the other members buy out the heirs’ interest, or allowing heirs to participate in the business. If the LLC has only one owner and no agreement spells out next steps, it can be more complicated, leaving the estate to decide if it continues or dissolves.
Key Questions to Consider
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No Will in Place—What Then?
If the deceased owner didn’t leave a will, the court appoints someone to administer the estate. This means the corporation effectively “sits in limbo” until an executor or administrator steps in, gathering the necessary authority to oversee or transfer shares in the business.
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What Happens to Business Shares?
If the deceased was one of multiple shareholders, the shares may pass to the named heirs. In some arrangements, an operating agreement or shareholder agreement might require that these shares return to the corporation or be purchased by the remaining shareholders—often called a buy-sell arrangement.
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Are Beneficiaries Required to Keep the Business Running?
No, there’s no absolute requirement. Beneficiaries can decide together to continue operating, sell the business, or wind it down entirely, depending on what’s best for their circumstances and the estate.
Keeping Things Smooth for a Business Transition
If the deceased person’s corporation had employees or other shareholders, the days after their passing can be stressful for everyone involved. A few suggestions for maintaining business continuity include:
- Communicate Early: Let employees and shareholders know what has happened.
- Honor the Deceased’s Legacy: If you choose to close or sell the company, consider a gesture that respects the founder’s efforts.
- Review Corporate Documents: Look for any bylaws or agreements that clarify how ownership transfers.
- Consider Charitable or Memorial Funds: If dissolving the corporation, some families set up a charitable foundation or donate part of the proceeds to honor the deceased.
Getting Financial Help During Probate
Handling the transfer of a corporation is only part of what an executor might face, from legal bills to funeral costs. If the estate’s funds remain tied up in probate, it can be tough to cover immediate expenses. One option: Rockpoint Probate Funding, which offers cash advances on inheritances. This resource could be especially useful if you need to keep the business afloat temporarily or pay pressing debts. If you’re curious about whether you qualify, apply now or contact (888) 263-8588.
By understanding how corporations pass on after an owner dies—and how that differs from sole proprietorships or other business types—you can more confidently navigate the probate process. Whether the beneficiaries keep the company going or choose to dissolve and distribute its value, being prepared helps the estate honor the owner’s intentions while protecting everyone’s financial well-being.
