Detailed Answer

What the Secretary of State keeps on file

The Ohio Secretary of State maintains the LLC’s public filings, such as the Certificate of Organization (often called Articles of Organization or Certificate of Formation) and certain subsequent filings (for example, changes to the statutory agent or the company name). You can search Ohio business filings through the Ohio Secretary of State business search tool: https://businesssearch.ohiosos.gov/.

Those public filings generally do not list the LLC members. Ohio law focuses the public record on the company name, statutory agent, and basic formation details rather than membership lists. For the Ohio limited liability company act, see the Ohio Revised Code chapter on LLCs: https://codes.ohio.gov/ohio-revised-code/chapter-1706.

Why the SOS record usually won’t prove sole-member status

Because member names and ownership percentages are typically not required in the Certificate of Organization, the Secretary of State certificate alone rarely proves who the members were. Banks know this and usually expect internal LLC documents or estate/probate documents that show ownership.

Documents banks commonly accept to confirm a sole member

To satisfy a bank, gather a combination of the public SOS filings and internal or estate documents. Typical documentation includes:

• Certified copy of the Certificate of Organization/Articles of Organization from the Ohio Secretary of State (to show the LLC is validly formed). Obtain a certified copy via the SOS business portal or by written request—see the SOS business filings pages at https://www.ohiosos.gov/businesses/ for instructions.
• The LLC operating agreement, signed and dated. If the operating agreement names the sole member or contains a membership schedule, that is strong evidence of ownership. If the operating agreement is not filed with the state, you can provide a certified or notarized copy.
• A signed membership certificate or membership ledger entry showing the member and number of membership units (if the LLC issued membership certificates or keeps a ledger).
• Death certificate for the deceased member (when applicable).
• Probate documents that name the personal representative or administrator and show the decedent’s ownership interest: letters testamentary or letters of administration, a certified copy of the will, or a probate court order transferring the member interest to an heir or beneficiary.
• If no probate, a copy of any effective transfer provisions in the operating agreement (for example, a transfer-on-death clause) or an affidavit signed by the successor under the operating agreement or other documents of title.
• A notarized affidavit of heirship or an executor’s affidavit may help in some circumstances, but many banks will require court-issued probate documents or a certified copy of the will plus letters testamentary.

If the member has died: what usually works

When the sole member is deceased, the bank will usually want documents that show who has legal authority to act for the decedent’s interest in the LLC. Commonly accepted items include:

• Certified death certificate.
• Letters testamentary or letters of administration issued by the probate court appointing a personal representative with authority over the decedent’s assets.
• Certified copy of the will that disposes of the decedent’s LLC interest, if applicable.
• Probate court order assigning the membership interest or authorizing the personal representative to transfer company assets.

If the estate is small and qualifies for Ohio small-estate procedures, a bank might accept those alternative affidavits. Because banks vary, you should ask the bank which of these they will accept.

How to obtain certified SOS documents in Ohio

Use the Ohio Secretary of State business search to find the LLC name and current filings: https://businesssearch.ohiosos.gov/. The SOS website explains how to request certified copies and certified status certificates. See the business filings and services pages at https://www.ohiosos.gov/businesses/ for details on ordering certified copies, acceptable payment methods, and processing options.

Practical checklist to present to the bank

1. Certified Certificate of Organization from the Ohio SOS.
2. Signed operating agreement or membership ledger showing the sole member.
3. Certified death certificate (if the member is deceased).
4. Probate documents (letters testamentary/administration or court order) showing who is authorized to act for the estate.
5. Any membership certificates or written assignments of membership interest.

What if you cannot find an operating agreement or membership records?

If internal records are missing, banks commonly require probate-based proof of ownership or a court order. If the LLC’s records cannot be located, ask the bank what substitute proof they will accept and consult the probate court if the issue involves a deceased member.

When to consider legal help

If the bank refuses to accept available documents or if there’s a dispute about membership, it is wise to consult an attorney who handles Ohio probate and business succession matters. An attorney can help obtain the necessary probate orders or a court declaration of ownership, and can prepare affidavits or assignments that may satisfy the bank.

Helpful Hints

• Start with the Ohio Secretary of State business search: it verifies the official LLC name and whether the company is active. https://businesssearch.ohiosos.gov/
• Ask the bank for a written list of required documents before you gather anything. Banks often have specific internal requirements.
• Get certified copies when possible. Banks prefer certified copies from the issuing office (SOS or probate court) rather than photocopies.
• If the member is deceased, bring a certified death certificate and any probate documents naming the personal representative or executor.
• If the LLC had an operating agreement, search the deceased member’s files and email accounts for signed copies. A signed operating agreement is one of the clearest proofs of membership.
• Keep originals and present copies. Banks will often want to review originals and retain certified copies for their file.
• If you cannot find internal documents, be prepared to open a probate case or obtain a court order to establish authority over the LLC interest.
• Ohio law on LLCs is found in Chapter 1706 of the Ohio Revised Code: https://codes.ohio.gov/ohio-revised-code/chapter-1706