How to prove LLC membership to a bank using Nebraska Secretary of State records

Short answer: Banks most often want certified, state-filed documents plus private LLC records that show who owned the LLC. From the Nebraska Secretary of State you can get a certified copy of the Articles of Organization (or Certificate of Organization) and a Certificate of Good Standing/Existence. Those state filings establish the LLC’s legal existence but usually do not by themselves list private membership details. To show that a family member was the sole member you will likely also need the LLC’s operating agreement or a certified copy of any filed statement that identifies members, plus estate or probate documents if the member is deceased.

Detailed answer

What the Nebraska Secretary of State can provide

• Certified copy of the Articles of Organization (Certificate of Organization). This is the document Nebraska accepted when the LLC was formed. It proves the LLC was created under Nebraska law. You can order certified copies from the Secretary of State. See the SOS LLC information page: https://sos.nebraska.gov/business-services/limited-liability-company-llc
• Certificate of Good Standing (sometimes called Certificate of Existence). This certificate shows the LLC is in active status with the state at the time the certificate is issued. Banks use it to verify the company is properly formed and in good standing. Order information is at: https://sos.nebraska.gov/business-services/certificates-good-standing
• Certified copies of any amendments, statements of change, or other filings. If the LLC filed an amendment that named a manager, or a Statement of Authority (if used), a certified copy can support who had authority to act for the LLC.
• Online business search records. The Secretary of State business search lets you confirm filings and basic status information: https://sos.nebraska.gov/business-services/search-business-database

What the Secretary of State usually will not show

• Members or ownership percentages. Nebraska public formation documents typically do not list individual members by name. Membership is usually private and documented in the operating agreement or other internal records.
• Private operating agreements, membership ledgers, bank resolutions or internal minutes. Those are not filed with the Secretary of State unless specifically provided by the LLC as a filed public statement (rare).

Other documents banks commonly require

Because SOS filings often do not disclose membership, banks ask for additional documents. Expect the bank to request one or more of the following:

• The LLC Operating Agreement showing the sole member name and signature pages.
• A certified copy of the Articles plus any filed amendment that supports the member or manager named.
• IRS documentation such as the EIN verification letter (CP 575) or the LLC’s IRS EIN confirmation page: https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online
• A certified death certificate and probate documents (Letters Testamentary or Letters of Administration) if the member has died. Nebraska probate procedure and appointment of personal representatives is governed by Nebraska probate law; see Nebraska probate statutes: https://nebraskalegislature.gov/laws/statutes.php?chapter=30
• A certified copy of a court order appointing a personal representative or administrator, or a small estate affidavit if permitted by Nebraska law, when the bank needs authority to release funds after a member’s death.
• An affidavit signed by a corporate officer or the member (or the member’s personal representative) attesting that the deceased was the sole member together with notarization. Banks often accept this together with probate documents.

Typical scenarios and what to present

• If the LLC is active and the member is living: provide a certified copy of the Articles, a Certificate of Good Standing from the Nebraska Secretary of State, the signed Operating Agreement showing sole membership, and the LLC’s EIN record. The SOS filestamp plus the private operating agreement together make the strongest case.
• If the member has died: provide the death certificate plus the appointed personal representative’s Letters Testamentary or Letters of Administration, plus the LLC Operating Agreement and certified Articles. If the operating agreement allows membership to pass by will or designates a successor, the personal representative or successor should bring the applicable documents to the bank.
• If no operating agreement exists or it does not identify members: banks may require a court order or probate process to establish who controls the LLC assets.

How to get certified Secretary of State documents in Nebraska

1. Use the Nebraska SOS business search to find the LLC’s filing name and file number: https://sos.nebraska.gov/business-services/search-business-database
2. Request a certified copy of the Articles of Organization or any amendment through the SOS website or by mail following the forms and fees listed on the SOS site: https://sos.nebraska.gov/business-services/limited-liability-company-llc and https://sos.nebraska.gov/business-services/certificates-good-standing
3. Request a Certificate of Good Standing/Existence from the SOS to confirm the LLC’s active status at the time of request.

Practical tips and what banks look for

• Banks often have internal policies. Call the bank first and ask exactly which documents they require to release funds or change account signatories.
• Certified SOS documents prove the LLC exists but rarely prove sole ownership. Bring private corporate records (operating agreement, membership ledger, meeting minutes) in combination with SOS-certified filings.
• If the member is deceased and the LLC assets are significant, expect the bank to insist on probate or formal letters appointing a personal representative before releasing funds.
• If the documents you have are insufficient, a short probate or a court declaratory judgment may be necessary to establish the rightful successor.

Helpful hints

• Order certified copies from the Nebraska Secretary of State rather than plain photocopies; banks usually require certified documents.
• Bring originals and certified copies to the bank, plus government IDs for anyone claiming authority.
• If the operating agreement is unsigned or missing, obtain an affidavit from a knowledgeable person and ask the bank whether that is acceptable.
• If the member died, ask the bank whether a small estate affidavit is acceptable in lieu of full probate. Check Nebraska rules for small estates and personal representative appointment: https://nebraskalegislature.gov/laws/statutes.php?chapter=30
• When in doubt, consult a Nebraska attorney experienced with probate and business succession to prepare Letters Testamentary or a proper assignment of membership interests.

Resources

• Nebraska Secretary of State, Limited Liability Company (LLC) information: https://sos.nebraska.gov/business-services/limited-liability-company-llc
• Nebraska Secretary of State, Certificates and certified document requests: https://sos.nebraska.gov/business-services/certificates-good-standing
• Nebraska business entity search: https://sos.nebraska.gov/business-services/search-business-database
• Nebraska probate statutes (for Letters Testamentary and administration): https://nebraskalegislature.gov/laws/statutes.php?chapter=30
• IRS EIN information: https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online

Final note and disclaimer: This article explains common documentation practices in Nebraska and how Secretary of State records are used. It is for general informational purposes only and does not constitute legal advice. For help applying Nebraska law to your facts or to obtain the specific documents a particular bank requires, contact a licensed Nebraska attorney or the bank directly.