How to prove a family member was the sole member of their Tennessee LLC: What the Secretary of State can (and cannot) show
Short answer: The Tennessee Secretary of State can provide certified copies of the LLC’s Articles of Organization, any filed amendments, and a Certificate of Existence (often called a Certificate of Good Standing). Those documents show what the LLC filed publicly with the state, but they usually do NOT show an internal membership list or an operating agreement. If a bank needs proof that your family member was the sole member, you will likely need a combination of certified SOS documents plus internal LLC records (operating agreement), and estate documents (death certificate, will, letters testamentary or probate court order) to show who now has authority to act for the LLC.
Detailed answer — What to get from the Tennessee Secretary of State and why
Banks typically want documentary proof of who controls an LLC before allowing access to accounts. In Tennessee, start with what the Secretary of State (SOS) can provide:
- Certified Articles of Organization (filed document): The Articles are the formation filing the LLC submitted to the Tennessee SOS when it was created. A certified copy shows the version the state has on file. The Articles sometimes include whether the LLC is member-managed or manager-managed and may list organizers, but most states (including Tennessee) do not require the public filing to list every member.
- Filed amendments: If the LLC ever filed amendments to its Articles (for example to change management structure or name), obtain certified copies of those amendments. They will show changes the LLC made on the public record.
- Certificate of Existence / Good Standing: A current certificate from the SOS that the LLC is active and in good standing. Banks often request this to verify the LLC still exists and is current with filing requirements.
- Business entity record summary (SOS entity search printout): Printouts from the SOS business search page show filing dates, status, registered agent, and often a link to filed documents. This is a helpful at-a-glance record for the bank.
You can order certified copies and certificates through the Tennessee Secretary of State’s business services pages: https://sos.tn.gov/business-services and use the business entity search to find the record.
Important limitation: Tennessee’s public filings generally do not include the LLC’s private internal records. The SOS will not have the company’s operating agreement, internal membership ledger, or beneficiary/owner distribution schedules. Those are internal business documents kept by the LLC or its representative.
So what will a bank usually require beyond the SOS documents?
If the family member has died or you need to show sole membership, banks commonly expect a stack of documents showing (a) the deceased was the sole member and (b) who now has authority:
- Certified copy of the deceased member’s death certificate.
- A copy of the LLC’s Operating Agreement showing member ownership and succession provisions (this is an internal document; it is not filed with the SOS).
- If the deceased left a will, a certified copy of the will and Letters Testamentary (issued by the probate court) OR if there was no will, Letters of Administration from probate court showing who is the personal representative or estate administrator.
- If the estate qualifies for a small‑estate affidavit procedure under Tennessee law, a properly completed small estate affidavit may be accepted by the bank (banks vary on whether they accept this).
- Any court order giving authority to a personal representative or successor to act for the LLC.
- IRS documents (EIN confirmation/notice) or bank forms tying the deceased to the LLC’s tax identity can help establish the link.
Because an operating agreement is the internal agreement that normally identifies members and ownership percentages, banks often want it (or an affidavit signed under oath by the successor) together with SOS-certified formation documents.
What to do step-by-step
- Search the Tennessee SOS business database to find the LLC record and note the entity ID and filings: https://sos.tn.gov/business-services/business-entity-search
- Order certified copies of the Articles of Organization and any filed amendments from the SOS, plus a Certificate of Existence (Good Standing).
- Gather internal LLC records you can access: operating agreement, member ledger, bank signature cards, and the LLC’s EIN letter from the IRS.
- Gather probate/estate documents: death certificate; if the estate has been opened, letters testamentary or letters of administration or a probate court order showing who represents the estate.
- Present the SOS documents plus the internal and probate documents to the bank. Ask the bank exactly which documents it requires; policies differ.
- If the bank still won’t accept the documents, the usual next step is to open a probate proceeding (if one hasn’t been opened) or obtain a court order clarifying authority to act for the LLC.
Relevant Tennessee law and official resources
- Tennessee Secretary of State — Business Services (how to search entities, order certified copies, and get a certificate of existence): https://sos.tn.gov/business-services
- Tennessee law governing limited liability companies is codified in Title 48, Chapter 249 of the Tennessee Code. For the statutory rules on formation, articles, and management (see the Tennessee Code): https://www.capitol.tn.gov/ — look under Title 48, Chapter 249.
Note: The precise statutory provisions determine what must be filed publicly versus what stays internal to the LLC. If you intend to rely on statutes in court or for complicated succession questions, consult an attorney for a direct read of the statutes and how they apply to your facts.
Helpful Hints
- Contact the bank first and ask for a written list of the documents they require — banks have different internal policies.
- Order certified documents from the Tennessee SOS rather than photocopies; banks prefer certified copies and certificates from the state.
- If you cannot find the operating agreement in the deceased’s papers, check with the registered agent or with any attorney who represented the LLC — they may have the agreement on file.
- If the estate has not been opened, be prepared that the bank may require a probate case (or at least letters of administration/testamentary) before releasing funds or making account changes.
- Small estate procedures sometimes allow quicker transfer of assets, but banks vary in acceptance. Ask the bank about its small‑estate affidavit policy and check Tennessee probate rules or consult a probate attorney.
- If the bank is refusing reasonable proof, consider asking for a written explanation of what is missing; a short consultation with an attorney can help identify the narrow next step (probate filing, court order, or affidavit).