How to Prove a Deceased Family Member Was the Sole Member of Their North Dakota LLC
Quick answer
To a bank, the North Dakota Secretary of State can provide certified public records showing the LLC’s formation and any filed amendments, plus a certificate of good standing (certificate of existence). Those filings usually do not show who the LLC member(s) are. To prove someone was the sole member you will usually need: (1) certified copies of the LLC’s formation documents from the North Dakota Secretary of State, and (2) internal LLC records such as the operating agreement, membership certificate, or an affidavit signed by a recognized representative. If the owner is deceased, banks typically also want the death certificate and probate or other court documents (or letters testamentary/administration) showing who has authority to act for the deceased member’s estate.
Detailed answer — what you can get from the Secretary of State and what you probably still need
Public filings you can request from the North Dakota Secretary of State
- Articles/Certificate of Organization (formation documents) — a certified copy shows when and how the LLC was formed and who filed the formation paperwork.
- Certified copies of any amendments or filed statements — if the LLC filed amendments to change its name, management structure, or registered agent those will appear in the public record.
- Certificate of Good Standing / Certificate of Existence — confirms the LLC is authorized to do business and is in compliance with required filings and fees as of the certificate date.
- Registered agent and principal office on file — the public record will show the registered agent and the business address the LLC filed with the Secretary of State.
Request these documents through North Dakota’s business portal or the Secretary of State’s office. The Secretary of State’s business search and filing portal is here: https://firststop.sos.nd.gov/. General information about business entity law in North Dakota is available on the North Dakota Century Code Title 10 page: https://www.legis.nd.gov/cencode/title/10.
What those public records usually do not show
Most states, including North Dakota, do not require LLCs to list every member on the formation filing. The public record often shows the organizer or the initial manager but not the complete membership roster. That means the Secretary of State’s certified copies usually cannot by themselves prove the deceased family member was the sole member.
Documents banks typically want to actually confirm sole membership and release or access funds
- Certified copy of the Certificate of Organization / Articles of Organization from the Secretary of State (to show the LLC exists and was formed by the person or their agent).
- Certificate of Good Standing / Certificate of Existence from the Secretary of State (banks often require this to show the entity is active).
- The LLC’s Operating Agreement or Membership Ledger showing the sole member name (this is an internal document; the Secretary of State usually does not have it). If the operating agreement names the deceased as sole member, that is strong evidence.
- Membership certificate or statement signed by an authorized person (an original member certificate, or an affidavit by an authorized signatory confirming sole membership).
- Death certificate of the member to document the member’s passing.
- Proof of authority to act for the deceased member’s estate — letters testamentary, letters of administration, a court order, or a small‑estate affidavit depending on the size of the estate and whether the LLC interest is governed by a will or trust. Banks typically require one of these before transferring or releasing funds.
- Affidavit of Sole Member or Succession Affidavit — if provided by the LLC (or the estate) and properly notarized, banks sometimes accept this along with the certified formation documents and the death certificate.
Typical steps to prepare documents the bank will accept
- Order certified copies of the Certificate of Organization and any amendments from the North Dakota Secretary of State business portal: https://firststop.sos.nd.gov/.
- Request a Certificate of Good Standing (certificate of existence) from the Secretary of State.
- Locate the original Operating Agreement or membership ledger. If you cannot find them, ask whether another family member, the LLC’s attorney, or the registered agent has copies.
- Obtain a certified copy of the death certificate from the vital records office.
- If the LLC interest is part of the probate estate, open probate or obtain letters testamentary/administration. If the estate qualifies for a small‑estate procedure, prepare the required affidavit and supporting documents.
- Present the bank with the combination of certified public filings plus the internal document (operating agreement or affidavit) and the death/probate paperwork. Call the bank’s legal or estate department in advance to confirm their exact requirements.
Why banks require both SOS filings and internal documents
Secretary of State filings prove the entity exists and who filed or registered it, but internal records prove ownership and membership. Banks must be satisfied who controls an account and whether someone offering authority has legal power to act — especially after a member’s death. That’s why they often ask for formation documents and the operating agreement, death certificate, and probate/letters.
Note: If the LLC was managed by a manager rather than members, a bank may treat the manager’s authority differently; always verify whether the LLC is member‑managed or manager‑managed using the operating agreement and filings.
Helpful Hints
- Contact the bank first. Different banks have different policies; ask which combination of documents they will accept before you spend time and money getting filings certified.
- Order “certified” or “certified true” copies from the Secretary of State — banks often require certified copies rather than plain photocopies. Use the North Dakota business portal: https://firststop.sos.nd.gov/.
- Look for an original Operating Agreement or membership certificate in the deceased person’s files, safe deposit box, or with the LLC’s attorney or registered agent.
- If the LLC records are missing, a probate court can sometimes establish ownership through testimony and evidence; a court order may be the most reliable route to satisfy the bank.
- Keep notarized originals and multiple certified copies. Banks sometimes want originals; others accept certified copies.
- When in doubt, hire probate counsel or an attorney experienced with business succession. They can get the right documents, prepare affidavits, and, if needed, petition the probate court for an order recognizing the successor.