Detailed Answer
This explains the typical Secretary of State documents and related records banks will accept in Mississippi to confirm that a family member was (or is) the sole member of a limited liability company (LLC). It also explains what the Secretary of State will and will not show, and what additional documents you will likely need to satisfy the bank.
Key documents from the Mississippi Secretary of State
- Certified Articles of Organization (a certified copy of the formation document). This is the document the Secretary of State issues or keeps on file when the LLC was formed. A certified copy with the SOS seal proves the LLC was properly formed in Mississippi and shows the LLC’s legal name, the date of filing, and the registered agent or organizer information the state required at formation. You can request certified copies through the Mississippi Secretary of State Business Services portal: https://www.sos.ms.gov/BusinessServices
- Certificate of Existence / Certificate of Good Standing. This certificate from the Secretary of State confirms that the LLC exists and (usually) that required state filings and fees are current. Banks often ask for a current certificate to show the company was active when the account was opened or when a transaction occurred. Request this via the SOS business services pages: https://www.sos.ms.gov/BusinessServices
- Certified copies of any filed amendments or documents on SOS file. If the LLC previously filed an amendment that expressly named a member or changed ownership and that amendment is on file with the SOS, a certified copy will help. If membership changes were never filed with the SOS, they will not appear in the state file.
What the Secretary of State typically does NOT provide
In Mississippi the Secretary of State’s public filings generally do not list private membership interests or the detailed identity of members. Many LLCs do not list members in their Articles of Organization. That means the SOS record alone often cannot prove who the sole member was if the operating agreement or membership list was not filed with the state.
Other documents banks commonly require (not SOS documents)
- Operating Agreement (certified copy). This is the primary document that identifies members, ownership percentages, and who has authority to sign on behalf of the LLC. Operating agreements are generally private (not filed with the SOS), but banks usually accept a notarized or certified copy from the LLC or the decedent’s estate.
- Death certificate (if the member died) and probate court documents. If the sole member passed away, banks commonly require a certified death certificate and proof of who has authority to act for the deceased’s estate (e.g., Letters Testamentary or Letters of Administration from the county probate court). Probate authority is issued by the county probate court; see Mississippi courts information: https://www.courts.ms.gov/
- Will or court order transferring membership interest. If the membership interest passed to a beneficiary under a will or by intestacy, a certified copy of the will, the probate court order, or a recorded assignment of the membership interest helps the bank confirm who now has control of the LLC interest.
- IRS EIN confirmation (CP 575) or other tax documents. Banks often want the LLC’s EIN or federal tax documents (IRS notice of EIN). Apply or retrieve EIN confirmation from the IRS: https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online
- Affidavit or corporate resolution. The bank may accept a sworn affidavit from the personal representative or a certified corporate (LLC) resolution showing who is authorized to transact on behalf of the company. The affidavit may need to be notarized and, where appropriate, supported by probate documents.
Typical scenarios and what to present
- If the member is alive and was the sole owner: Provide a certified copy of the Articles of Organization from the SOS, a Certificate of Existence, the LLC’s Operating Agreement showing the sole-member status, and the LLC’s EIN. Bring government ID for the signing person.
- If the sole member died and the family controls the estate: Provide the certified death certificate, certified Articles of Organization and Certificate of Existence from the SOS, a certified copy of the Operating Agreement (if available), and probate documents (Letters Testamentary or Letters of Administration) showing who is the personal representative. If the estate has already transferred the membership interest via probate or assignment, provide the probate order or assignment.
- If there is no operating agreement or membership paperwork: The bank will rely on probate court authority and state default rules about transfers of LLC interests. You will likely need probate documents or a court order. Banks can be strict; expect to work through the county probate court to establish a legal representative before the bank will release funds or change signatories.
Practical steps to take now
- Contact the bank and ask for a written list of the documents they require to confirm sole-member status and permit transactions.
- Order a certified copy of the Articles of Organization and a Certificate of Existence from the Mississippi Secretary of State: https://www.sos.ms.gov/BusinessServices
- Locate the operating agreement and have a certified/notarized copy ready.
- If the member died, obtain a certified death certificate and open probate (or obtain Letters) in the county probate court; work with a probate attorney if needed: https://www.courts.ms.gov/
- Prepare IRS documentation for the LLC (EIN) if the bank requests it: https://www.irs.gov
Helpful Hints
- Ask the bank early for a checklist. Different banks and even different branches have different internal rules.
- Get certified copies (with the state seal) rather than plain photocopies. Banks prefer certified SOS documents and probate court-certified documents.
- Operating agreements are often the best evidence of sole-member status. If it’s missing, look for tax returns or bank signature cards showing who acted as owner.
- If the LLC owner is deceased, banks usually require probate-court-issued authority (Letters Testamentary/Administration) before they allow account access or transfer of ownership.
- The Secretary of State’s online business search can show filings and whether the SOS record contains any amendments; start here: https://www.sos.ms.gov/BusinessServices
- If the bank refuses to accept the documents you have, consult a probate or business attorney. They can obtain court orders or draft affidavits that satisfy banks.
- Certified SOS copies usually take a few business days; plan for processing and mailing time.
Bottom line: From the Mississippi Secretary of State you should obtain a certified copy of the Articles of Organization (formation document) and a Certificate of Existence/Good Standing. Those prove the LLC’s existence but usually do not identify private members. To prove someone was the sole member you will also need the LLC operating agreement or probate documents (if the member died), plus an EIN confirmation and any bank-specific affidavits or resolutions.
Disclaimer: This is general information about Mississippi procedures and is not legal advice. For help specific to your situation—especially if someone died or an estate is involved—consult an attorney licensed in Mississippi or contact the county probate court.