Detailed Answer

This page explains the specific public and private documents banks commonly accept to confirm that a family member was the sole member of a New Jersey limited liability company (LLC), and how to obtain those documents. This is a general guide only and not legal advice. For questions about probate, estate administration, or authority to access accounts, consult an attorney or the Surrogate’s Court.

What banks usually want to see

Banks need reliable proof of two things: (1) that the LLC existed and was properly formed under New Jersey law, and (2) who had authority to act for the LLC (in this case, that a single person was the sole member). Typical items banks request include:

• Certificate of Formation / Articles of Organization — The document filed with the state to form the LLC. It shows the LLC’s legal existence and the filing date. In New Jersey, formation documents are filed with the Division of Revenue & Enterprise Services (state “business filings”). You can request a certified copy from the Division of Revenue.
• Certificate of Good Standing (Certificate of Status) — A state-issued certificate showing the LLC was in good standing on a particular date. Banks use this to confirm the entity was active and properly registered with the state. Obtainable from the New Jersey Division of Revenue & Enterprise Services.
• Operating Agreement — The LLC’s internal governing document. For a single‑member LLC, the Operating Agreement often says the LLC is owned and controlled by one person. Because many states (including New Jersey) do not require the names of members to appear on formation filings, the Operating Agreement is the primary evidence that a particular person was the sole member.
• IRS EIN Assignment Letter (CP 575) or EIN documentation — Shows the Employer Identification Number tied to the LLC and often lists the responsible party. Banks use the EIN to match business tax identity.
• Photo ID and proof of relationship / authority — If you are dealing with your deceased or incapacitated family member’s LLC, the bank will want to see proof you are the executor, administrator, or otherwise authorized (for example, Letters Testamentary or Letters of Administration issued by the Surrogate’s Court).
• Death certificate (when applicable) — If the sole member has died, banks will usually want an official death certificate before releasing account access or transferring assets.
• Probate or court documents (when applicable) — If the membership interest must pass through probate or the court has appointed someone to manage the estate, the bank will require the court-issued documents that show who has authority (executor, administrator, or appointed representative).

Why the state filing alone often won’t prove who the sole member was

In New Jersey, the public formation filing (the certificate of formation) typically lists only basic formation details and the registered agent — it does not necessarily list members or owners. To prove who owned the LLC, you will usually need the Operating Agreement or written member records of the company. The state law governing LLCs is the New Jersey Revised Uniform Limited Liability Company Act (see N.J.S.A. 42:2C‑1 et seq.), which governs formation and internal affairs; but membership details are usually found inside the LLC’s own records, not in the public filing.

For official information about the LLC Act, see the New Jersey Legislature site: https://www.njleg.state.nj.us/. For business filings and certificates, use the Division of Revenue & Enterprise Services: https://www.nj.gov/treasury/revenue/.

If the sole member is deceased — what additional paperwork the bank will likely require

If the sole member has passed away, the bank will expect evidence that the person asking to access funds has legal authority to do so. Typical documents include:

• Certified copy of the death certificate.
• Letters Testamentary or Letters of Administration issued by the New Jersey Surrogate’s Court (these name the executor or administrator). See New Jersey Courts — Surrogate’s Court information: https://www.njcourts.gov/courts/surrogate.html.
• Probate court order or small estate affidavit — If the estate qualifies for a small‑estate procedure under New Jersey law, banks sometimes accept a small‑estate affidavit instead of full probate. Whether this works depends on the bank’s policies and the size/type of the account.
• Evidence of succession in the LLC’s own records. If the Operating Agreement contains clear succession language (for example, that membership transfers to a named beneficiary), copies of those provisions, together with any required beneficiary acceptance, can help.

How to get the state documents you’ll need

1. Search the New Jersey business database to find the LLC’s formation name and filing number. The Division of Revenue & Enterprise Services maintains business records and can provide certified copies: https://www.nj.gov/treasury/revenue/.
2. Order a certified copy of the Certificate of Formation (Articles of Organization) and a Certificate of Status (good standing) from the Division of Revenue. Banks often accept certified state copies more readily than plain photocopies.
3. Locate the Operating Agreement and any membership ledger or resolutions. Ask family members, the company’s registered agent, or the person who handled the LLC’s records for copies. If you cannot locate them, make a record of your search and tell the bank — the bank will tell you what it will accept in lieu of an Operating Agreement.
4. If the member died, open a probate/estate matter with the Surrogate’s Court so you can obtain Letters Testamentary/Administration (if required). The Surrogate’s Court page for New Jersey Courts explains local procedures: https://www.njcourts.gov/courts/surrogate.html.

Typical bank checklist (what to bring to a meeting with the bank)

• Certified Certificate of Formation (state-filed document)
• Certificate of Good Standing (Certificate of Status) from the Division of Revenue
• Operating Agreement showing the sole member
• IRS EIN confirmation (CP 575) or EIN documentation
• Government photo ID for the person requesting access
• If the member is deceased: death certificate and Letters Testamentary/Administration or court order
• Any company resolutions or notarized affidavits establishing authority

If you can’t find an Operating Agreement

If the Operating Agreement cannot be located, banks vary in what they will accept. Options include:

• Providing a notarized affidavit signed by someone with knowledge of the LLC’s ownership stating the deceased was the sole member and explaining why the Operating Agreement is unavailable.
• Providing the Certificate of Formation plus other corroborating documents (tax returns showing sole ownership, bank records, EIN application naming the member as responsible party).
• Completing a small estate process or obtaining a court order appointing an estate representative, then presenting the court documents as proof of authority.

When you should talk to a lawyer or the Surrogate’s Court

Get legal help if any of the following apply:

• The LLC’s Operating Agreement is missing or unclear about succession.
• The member died without a will and heirs disagree about who should control the LLC.
• The bank refuses reasonable alternatives and demands a court order.
• Large assets or ongoing business operations are involved and swift action is required.

Helpful Hints

• Start with the Division of Revenue & Enterprise Services (New Jersey Treasury) to get certified state filings and a Certificate of Status: https://www.nj.gov/treasury/revenue/
• Ask the bank in advance for a written list of exactly what documents it requires; banks have internal policies that differ.
• Bring original or certified copies of state or court documents; banks often will not accept plain photocopies.
• If the Operating Agreement is private and unavailable, gather secondary evidence (tax returns, EIN paperwork, company minutes, member-signed checks) to corroborate sole ownership.
• If the member has died, get a certified death certificate and speak with the Surrogate’s Court about obtaining Letters Testamentary or a small estate process: https://www.njcourts.gov/courts/surrogate.html
• Remember that state formation filings usually do not list members. The LLC’s internal records are the primary proof of ownership. See the New Jersey LLC Act (N.J.S.A. 42:2C‑1 et seq.) via the New Jersey Legislature site for statutory background: https://www.njleg.state.nj.us/
• Keep records of every communication with the bank, including dates and names of bank employees you spoke with.

Disclaimer: This article is for informational purposes only and does not create an attorney‑client relationship. It is not legal advice. For help applying these principles to your situation or obtaining court documents, consult a licensed New Jersey attorney or the Surrogate’s Court.