Detailed Answer
Short answer: In Pennsylvania, Department of State (Secretary of State) filings generally will not list the names of LLC members. The public filing that creates an LLC is the Certificate of Organization (sometimes called Articles of Organization), and the Department of State can issue certified copies of that certificate and a Certificate of Status (good standing). Those documents prove the LLC was legally formed and is/was active, but they usually do not prove who the sole member was. Banks often require internal LLC documents (for example, a signed operating agreement, a member resolution, or a certificate of incumbency) or court-issued probate documents to prove who owned or controlled an LLC interest.
What the Pennsylvania Department of State can provide
- Certificate of Organization: the filed formation document. It shows the LLC’s name, registered office address, and whether it is member-managed or manager-managed (if that information was included), but typically not a list of members. You can search and order copies here: https://www.corporations.pa.gov/Search/CorpSearch.
- Certificate of Status (often called a Certificate of Good Standing): confirms the LLC was properly registered and whether it is in good standing with the Department of State at the time the certificate is issued.
- Certified copies of filed amendments, merger documents, or other public filings: these can show changes that the LLC filed with the Department of State, such as a change in management structure or name changes.
- Certified copies of any other documents the LLC chose to file publicly (rare): some LLCs voluntarily file certain documents that could reflect membership or management, but internal operating agreements normally are not filed with the Department of State.
Request or order these copies and certificates through the Pennsylvania Department of State Business Services (forms and requests): https://www.dos.pa.gov/BusinessCharities/Business/Resources/Pages/Forms.aspx.
What banks typically ask for (and what you may need beyond Secretary of State records)
Because Pennsylvania public filings rarely list members, banks commonly require one or more of the following to confirm a single-member LLC and allow account access or transfers:
- Certified copy of the LLC’s Certificate of Organization from the PA Department of State (to prove the LLC exists).
- Certificate of Status (good standing) from the PA Department of State.
- A signed Operating Agreement that names the sole member and includes signature(s). This is an internal document and is the most direct proof of membership.
- A member resolution, certificate of incumbency, or notarized affidavit signed by the (sole) member stating that they are the sole owner and authorizing banking actions.
- Federal EIN documentation and the IRS CP 575 or EIN assignment letter or EIN confirmation (to match the business tax identity).
- If the member is deceased: probate court documents (letters testamentary or letters of administration) showing who is the personal representative; the bank may also request a certified copy of the death certificate and the will. Banks often require probate authority before releasing funds or changing account ownership.
Why the Department of State records alone may be insufficient
Pennsylvania’s Limited Liability Company Law governs formation and public filings. Formation and amendment filings (filed under Chapter 89 of Title 15 of the Pennsylvania Consolidated Statutes) are primarily about the entity itself, not its private membership list. You can read the statute chapter here: 15 Pa.C.S. Chapter 89 (Limited Liability Company Law of 1994). Because members are private, many LLCs keep membership and ownership details in internal documents (operating agreements, member certificates, or minutes), not in public state filings.
Practical steps to take
- Search the PA Department of State business database to find the LLC and order a certified copy of the Certificate of Organization and a Certificate of Status: https://www.corporations.pa.gov/Search/CorpSearch.
- Locate the LLC’s internal documents: operating agreement, member certificates, meeting minutes, or signed member affidavits. Ask the bank whether they will accept certified copies or a notarized affidavit identifying the sole member.
- If the LLC’s member died, start probate in the county where the decedent lived. Obtain Letters Testamentary/Letters of Administration or other court documents showing the personal representative’s authority; banks will usually accept those documents before transferring funds or changing account ownership.
- Prepare identification for the person trying to access the account (government ID) and the LLC’s EIN confirmation.
- If a bank is still refusing acceptable documents, ask which exact document or statutory authority they require. You can request the bank provide a written list of acceptable documents so you can gather exactly what they want.
When to get legal help
If the bank won’t accept otherwise clear proof of ownership or the estate/ownership is contested, consider consulting a Pennsylvania attorney who handles business succession, probate, or estate matters. An attorney can help obtain court orders or prepare an affidavit or certified documents that the bank will accept.
Relevant links
- Pennsylvania Department of State Business Entity Search: https://www.corporations.pa.gov/Search/CorpSearch
- Pennsylvania Department of State — forms and certified copy requests: https://www.dos.pa.gov/BusinessCharities/Business/Resources/Pages/Forms.aspx
- Pennsylvania Consolidated Statutes — Title 15, Chapter 89 (Limited Liability Company Law): https://www.legis.state.pa.us/cfdocs/legis/LI/consCheck.cfm?txtType=HTM&ttl=15&div=0&chpt=89
Helpful Hints
- Order certified copies from the PA Department of State rather than using unsigned photocopies — banks usually prefer certified state copies.
- Bring the LLC’s EIN letter and a government ID for anyone trying to transact for the LLC.
- If you have the Operating Agreement, ask the bank if a notarized copy will suffice; many banks accept a notarized member affidavit combined with the operating agreement.
- If the member has died, visit the probate court early to obtain Letters Testamentary or Letters of Administration. Banks often require these before releasing or transferring funds.
- Ask the bank to give a written list of acceptable documents—this prevents wasted time gathering the wrong items.
- If the LLC was manager-managed, the Certificate of Organization or an amendment might show that — if so, the manager (not the member) may have signing authority, so check the management clause on public filings and internal documents.
- Keep a copy of everything you submit to the bank and note the name and title of the bank representative you speak with.