How to prove a family member was the sole member of an Oregon LLC — What to get from the Secretary of State

Short answer: For most banks the Oregon Secretary of State can provide a current business-record printout (often called a registry search result or certificate of existence/status) and a certified copy of the LLC’s filed formation document (Articles of Organization) or any filed amendments. Those SOS documents help confirm the LLC’s legal existence and public filing history, but they usually do not list private member ownership. To show that your family member was the sole member you will likely need the LLC’s operating agreement (or member ledger), the decedent’s death certificate, and appropriate probate or fiduciary papers (letters testamentary/administration or small‑estate affidavit).

Detailed Answer — What each document shows and when a bank will accept it

Banks typically ask for two types of proof:

• Proof of the LLC’s legal existence and that it is in good standing with the state.
• Proof of who legally controls the membership interest or who is authorized to act on behalf of the LLC after a member’s death.

From the Oregon Secretary of State (SOS)

• Business registry record / printout or certificate of status/existence: This shows the LLC’s name, formation date, current status (active, dissolved, etc.), and the registered agent on file. A bank will accept this as proof the LLC existed and is registered in Oregon. Order or view a record through the Oregon SOS Business Services pages: https://sos.oregon.gov/business/Pages/default.aspx.
• Certified copy of Articles of Organization and filed amendments: These are the official formation documents the SOS keeps. They confirm how the LLC was formed and whether any publicly filed amendments were made. Note: Most states, including Oregon, do not require private member ownership lists to be filed with the SOS, so the Articles often will not say who the members are.
• Filed statements of authority or management filings (if any): If the LLC filed a public statement that identifies managers or persons authorized to act for the LLC, that filing can be persuasive to a bank. Not all LLCs file such statements.

Why SOS documents alone often aren’t enough

Oregon’s public business filings generally confirm existence and some public-facing facts (registered agent, formation date, status), but they do not typically disclose private membership ledgers or the identity of all members. Because of that, a bank will usually request internal LLC documents or probate/fiduciary authority in addition to SOS records to confirm that the decedent was the sole member and to permit transfers or access to LLC funds.

Internal and estate documents the bank will usually require

• Operating Agreement or member ledger: The operating agreement is the principal internal document that shows who owns membership interests and how ownership transfers upon death. This is the clearest evidence that your family member was the sole member. Operating agreements are not filed with the SOS — they are internal corporate documents.
• Employer Identification Number (EIN) documentation: The IRS EIN confirmation (CP 575 or IRS assignment letter) ties the tax account to the business and helps the bank match accounts.
• Certified copy of the decedent’s death certificate: Required to begin any change in the LLC ownership or access to accounts.
• Letters testamentary or letters of administration: If the decedent’s estate has been opened in probate and a personal representative/executor has been appointed, the bank will accept certified letters from the probate court that show who has authority to act for the estate.
• Small estate affidavit or other court order: If the estate qualifies for a small‑estate procedure under Oregon law, a sworn affidavit (or a court order) may allow access to the LLC member’s personal assets and may be enough for the bank — but whether it resolves LLC membership issues depends on whether the LLC’s operating agreement and state law permit transfer by affidavit.

How to proceed step-by-step

1. Contact the bank and ask for a written list of exactly which documents they will accept to recognize the decedent as the sole member and to allow the requested transaction (e.g., transfer of ownership, closing accounts, distributions).
2. Order a certified business record or certificate of status from the Oregon Secretary of State to prove the LLC’s legal existence: https://sos.oregon.gov/business/Pages/default.aspx. Keep a certified copy for the bank.
3. Locate the LLC’s operating agreement, membership ledger, or any written assignments of interest. Provide certified copies to the bank if requested.
4. Obtain a certified copy of the death certificate from the vital records office and provide it to the bank.
5. If probate is open or you intend to open it, obtain letters testamentary/administration from the probate court (or follow Oregon’s small‑estate procedures) and provide certified copies to the bank. The Oregon Judicial Department has probate information here: https://www.courts.oregon.gov/programs/probate/Pages/default.aspx.
6. If the LLC documents are missing or unclear, consider obtaining a court order clarifying ownership or appointing a fiduciary who can act for the LLC.

Legal references and where to look in Oregon law

Oregon’s LLC rules are in the Oregon Revised Statutes, Chapter 63 (the Uniform Limited Liability Company Act). That chapter governs formation, records, member rights, dissociation, and winding up: https://www.oregonlegislature.gov/bills_laws/ors/ors063.html.

Rules about probate, appointment of personal representatives, and small‑estate procedures are handled by Oregon probate law and local courts. For practical probate steps in Oregon, visit the Oregon Judicial Department probate information page: https://www.courts.oregon.gov/programs/probate/Pages/default.aspx.

Two common scenarios (hypotheticals)

Scenario A — Clear: operating agreement names decedent as sole member

Documents to present to the bank: SOS certified certificate of existence, certified copy of Articles, certified Operating Agreement showing sole membership, decedent’s death certificate, and (if needed) letters testamentary from probate. Most banks will accept this package and will work with the estate’s representative to transfer membership or distribute funds under the operating agreement and probate authority.

Scenario B — No operating agreement on file, SOS filings show nothing about members

Documents to present: SOS certificate and Articles, death certificate, and probate letters or small‑estate affidavit. Because the SOS and Articles likely won’t show membership, the bank may require a court order or evidence from probate that the estate has authority to act on behalf of the decedent’s membership interest. If the LLC has other members or contesting parties, expect the bank to require a court ruling or other binding documentation before releasing funds.

Helpful Hints — Practical tips to move faster

• Ask the bank exactly which documents and in what form (certified copies vs. plain copies) they will accept before you order or certify documents.
• Order certified copies from the SOS rather than relying on an online screenshot. Certified records are weightier for banks.
• Search the Oregon SOS business search to pull the LLC’s public file number and status and use that number when ordering certified records: https://sos.oregon.gov/business/Pages/default.aspx.
• Gather the operating agreement and any membership ledgers — these are often decisive. If you can’t find them, ask other family members, the decedent’s attorney, or the manager of the LLC.
• If the estate is small, check Oregon’s small‑estate procedures — they can be quicker and cheaper than full probate, but confirm with the bank that they will accept those documents for LLC matters.
• Get certified copies of probate letters and death certificates from the issuing office (court clerk, vital records). Banks usually require certified copies rather than photocopies.
• Consider speaking with a probate or business attorney in Oregon if the bank will not accept the paperwork or if there is any dispute about ownership.

Disclaimer: I am not a lawyer. This article is for general informational purposes and does not constitute legal advice. For advice about your specific situation, contact a licensed attorney in Oregon or the bank’s legal/probate department.