Detailed Answer
Short answer: The Montana Secretary of State can provide certified copies of what was filed with the state (for example, the Articles of Organization and a certificate of existence/good standing and the LLC’s filing history). Those documents can prove the LLC’s formation and current standing, but they usually do NOT show the day‑to‑day membership list. To convince a bank that a family member was the sole member you will typically combine: (1) certified state filings from the Montana Secretary of State, plus (2) internal LLC documents (operating agreement, membership certificate or member resolution), and (3) if the member died, probate or estate documents showing who controls the decedent’s interest.
What the Secretary of State can and cannot show
- Can provide (certified):
- Articles of Organization — the document the LLC filed to form with the Montana Secretary of State. It proves the LLC was validly formed and lists the organizer and formation data. You can request certified copies from the Montana Secretary of State’s business services. (See: Montana Secretary of State — Business Services.)
- Certificate of Existence / Good Standing — a certified statement from the Secretary of State that the LLC exists and is in good standing at the time of issuance. This proves the entity’s continuing legal existence but not ownership details.
- Filing history — certified copies of any documents filed with the state (amendments, registered agent changes, annual reports if filed, etc.).
- Usually not provided by the Secretary of State:
- Operating agreements, membership ledgers, membership certificates, or internal resolutions. Those are almost always kept by the company and are not public records filed with the state.
- Evidence of who controls a membership interest after a member’s death (probate and estate paperwork). Those documents come from the court or the personal representative, not the Secretary of State.
How to assemble paperwork a bank will accept
Banks vary, but a common acceptable packet includes:
- Certified state filings — certified copy of the Articles of Organization and a Certificate of Existence/Good Standing from the Montana Secretary of State. Order these at the Secretary of State’s business portal: https://sosmt.gov/business/.
- Operating Agreement or membership documents — a signed copy of the LLC’s operating agreement that shows the decedent was the sole member, or a membership certificate or membership ledger entry signed and notarized if one exists. If the operating agreement is the primary document that states ownership (for example, “Member A is sole member with 100% interest”), the bank will often accept a certified or notarized copy.
- Corporate/LLC resolution — if the LLC has a manager or authorized signer, a recent member resolution (signed and notarized) that identifies who may act for the LLC helps the bank confirm authority.
- If the member has died:
- Certified death certificate for the member.
- Probate paperwork showing who is the personal representative (letters testamentary or letters of administration) or a small‑estate affidavit if the bank accepts that method. These documents come from the county probate court, not the Secretary of State.
- A statement or affidavit from the personal representative or successor in interest that the deceased was the sole member and that the representative has authority to handle LLC affairs. The bank may require this affidavit to be notarized and supported by the probate appointment.
- Photo ID and bank forms — the bank will require government ID for the person asking to access accounts and may have its own forms to complete.
Typical bank requirements and practical tips
Banks want clear proof of two things: (1) the LLC is a valid legal entity, and (2) the person asking to act has authority. Because Secretary of State records alone rarely show member names, a bank usually asks to see internal LLC documents or probate documents in addition to certified state filings.
Legal framework (where to read Montana law)
Montana’s business formation and entity rules are in state law governing business organizations. For general statutory text and guidance, see the Montana Code and the Secretary of State business pages. The Secretary of State explains how to order certified copies and certificates for an LLC: https://sosmt.gov/business/. For the Montana Code (business organization statutes), see the Montana Code Annotated on the state legislature website: https://leg.mt.gov/bills/mca/title_0350/.
Note: This article describes common documentary practice under Montana law. Banks maintain their own rules for accepting records and may require additional documentation.
When you will likely need a lawyer
- If the LLC’s operating agreement is missing or ambiguous about succession on death.
- If multiple heirs claim membership or if ownership is contested.
- If a bank refuses access and you need to compel production or appointment from a court.
Disclaimer: I am not a lawyer. This is general information, not legal advice. Consult a Montana attorney for advice specific to your situation.
Helpful Hints
- Order certified copies from the Montana Secretary of State early—banks sometimes ask for certified (not just photocopies).
- Bring originals and notarized/certified copies to the bank. Banks often want to see certified state documents and a notarized copy of the operating agreement or affidavit.
- If the LLC was manager‑managed, proof that the manager can sign for the LLC (a manager resolution) is usually decisive.
- If the member died, start probate or get an appointment as personal representative. Most banks will not release funds or change account signers without court authority or a clear estate process.
- If the LLC kept a membership certificate or ledger, locate it—this internal evidence is highly persuasive to a bank.
- Call the bank’s legal or business‑banking desk and ask what exact documents they require before you gather materials. Requirements differ by institution.
- Keep copies of everything you hand to the bank and get a receipt for any documents the bank retains.
Resources
- Montana Secretary of State — Business Services: https://sosmt.gov/business/
- Montana business filings search (to pull filing history and get certified copies): https://sosmt.gov/business/search/
- Montana Code Annotated (business organization statutes): https://leg.mt.gov/bills/mca/title_0350/