How to prove LLC ownership to a bank in Maryland
Detailed Answer
This section explains the paperwork banks commonly accept in Maryland when you need to show that a family member was the sole member (owner) of a limited liability company (LLC). This is a general guide to help you prepare. It is not legal advice.
1. Two different questions banks ask
Banks usually need to confirm two things separately:
- That the LLC actually exists and is in good standing with the state.
- Who the LLC’s member(s) were and who has authority to access or close accounts now (especially if the sole member died).
2. Documents that show the LLC exists (state-issued or filed)
- Certificate of Status (Certificate of Good Standing) from the Maryland Department of Assessments and Taxation (SDAT). This confirms the LLC is registered with Maryland and is in good standing. Request this from SDAT. (SDAT main site: https://dat.maryland.gov)
- Certified copy of the Articles of Organization filed with Maryland SDAT. This proves the company was formed in Maryland. Note: Maryland’s Articles of Organization generally do not list member names, so this document alone often won’t show who the sole member was.
3. Documents that identify the sole member (internal or third‑party records)
Because Maryland does not require member names to be filed in the public formation document, banks usually ask for internal documents or other evidence showing ownership:
- Operating Agreement — a signed copy that explicitly identifies the sole member and states ownership percentage or that the LLC is member‑managed by that person. Even if the Operating Agreement is not filed with the state, a bank will often accept a certified or notarized copy.
- Membership certificate (if the LLC issued one) showing that the family member held 100% of the membership interest.
- IRS EIN assignment letter (CP 575) or IRS documentation that links the EIN to the LLC; combined with the Operating Agreement, it helps show the entity and its owner.
- Minutes or member resolutions showing that the person was the sole member or authorized representative.
4. If the sole member has died
When the sole member dies, banks typically need proof of death plus proof that the person seeking access has legal authority to act for the estate or company. Documents banks commonly request in Maryland include:
- Certified death certificate.
- Letters Testamentary or Letters of Administration (or equivalent court appointment) issued by the Orphans’ Court or Register of Wills showing who the personal representative (executor/administrator) is. Maryland courts provide information about probate and estate administration here: https://www.mdcourts.gov/legalhelp/estateadmin
- Certified court order appointing a personal representative or conservator if the member lacked a will or if the court granted authority to a specific person to manage business assets.
- If the estate qualifies, some banks accept a small‑estate affidavit or other limited administration documents. Whether a small‑estate document works depends on the bank’s policies and the size/type of the accounts.
- In some situations, the LLC operating agreement may contain a succession clause that explains how membership transfers on death; present that clause along with probate documents.
5. If you need to transfer or close the account
If your goal is to transfer the LLC ownership interest or close LLC accounts, banks often require:
- Documentation showing the new owner (assignment of membership interest signed and, if required, notarized).
- An amendment to the Articles of Organization only if the company recorded a change that impacts who legally controls the company; otherwise internal documents are used.
- A resolution signed by the person authorized to act for the LLC (or the personal representative proven by probate documents).
6. Practical sequence to prepare documents
- Order a Certificate of Status (SDAT) and a certified copy of the Articles of Organization.
- Locate a signed Operating Agreement, membership certificates, EIN letter, and any member resolutions.
- If the member died, get a certified death certificate and obtain Letters Testamentary/Administration from the Orphans’ Court or Register of Wills.
- Speak with the bank ahead of time and ask which specific documents it requires and whether it needs originals or certified copies.
7. Where to order or get certified documents in Maryland
- Maryland Department of Assessments and Taxation (SDAT) — business status certificates and copies of filed formation documents. Main site: https://dat.maryland.gov
- Orphans’ Court / Register of Wills in the county where the member lived — for probate appointments and certified letters. Maryland Courts information: https://www.mdcourts.gov
- Internal LLC records — from whoever holds the company records (often the manager, registered agent, or personal representative).
Bottom line: A Certificate of Status and certified Articles prove the LLC exists, but because Maryland filings do not normally list members, you will also need internal company documents (Operating Agreement, membership certificate, EIN letter) to prove that a family member was the sole member. If the member died, a death certificate plus court probate documents (Letters Testamentary/Administration or a small‑estate procedure acceptable to the bank) will usually be required to show who now has authority.
Disclaimer: This article explains general Maryland practice and is not legal advice. For decisions about estate administration, transferring membership interests, or bank disputes, consult a Maryland attorney or the bank directly.
Helpful Hints
- Call the bank first and ask for a written list of exactly which documents they will accept and whether they require originals, certified copies, or notarized copies.
- Ask the bank whether it requires a court appointment document (Letters Testamentary/Administration) when the sole member died — different banks have different thresholds for accepting a small‑estate affidavit.
- Obtain a certified copy of the Operating Agreement even though it is an internal document; a notarized signature page helps banks accept it.
- Get a Certificate of Status from SDAT to prove the LLC is active; SDAT can also provide filed Articles of Organization. SDAT: https://dat.maryland.gov
- If you cannot find internal LLC records, check with the LLC’s registered agent, accountant, or attorney who may have copies.
- If probate is required, start the process early. Maryland’s Register of Wills or Orphans’ Court can explain the local process and forms. Maryland Courts: https://www.mdcourts.gov
- Keep copies of everything you give the bank and get a written receipt or confirmation of what the bank received and why it needs additional items, if any.
- If the bank refuses lawful documents, consider asking to speak to a bank manager or consult a Maryland attorney experienced in probate or business law.