How to prove sole LLC membership using Secretary of State records in Utah

Detailed Answer

When you need to show a bank that a family member was the sole member of an LLC, the Utah Division of Corporations (the state filing office) can provide a small set of official, public records. Those records can help, but they usually do not by themselves prove who owned membership interests inside the LLC. Membership ownership is typically an internal matter documented in the LLC’s private records (for example, the operating agreement, membership ledger, or transfer documents).

What the state CAN provide

• Certificate of Organization / Articles of Organization: This is the formation document the LLC filed with the state. It shows the LLC’s legal name and filing date, and sometimes shows whether the LLC is manager-managed or member-managed (if that information was provided). You can get a certified copy from the Utah Division of Corporations. (Utah LLC formation rules are in Utah Code, Title 48, Chapter 3a.) Utah Code: Title 48, Chapter 3a (Limited Liability Companies).
• Certificate of Existence / Certificate of Status (Good Standing): This confirms that the LLC is currently authorized to do business in Utah, and that its state filings are up to date. Banks often accept a certified Certificate of Existence as an official state-issued record.
• Filed Amendments and Statements: Any amendments to the original formation documents (changes to name, purpose, management structure) and any statements of authority or similar filings that were actually submitted and accepted by the Division are public records and can be provided as certified copies.

What the state will NOT usually provide

• The state generally does not maintain or publish internal LLC membership ledgers or private operating agreements showing how ownership interests are allocated. These are internal company records.
• The state will not certify who the beneficial owner(s) or the sole member of an LLC is unless that ownership is specifically reflected in a filed public document (which is rare).

Typical documents a bank will ask for and how the Secretary of State record fits in

Banks commonly request a combination of state-certified records and the LLC’s internal documents. Expect to show the following:

• Certified Certificate of Organization / Articles of Organization from the Utah Division of Corporations (state file).
• Certified Certificate of Existence / Good Standing from the Division of Corporations (state file).
• The LLC’s operating agreement or an executed membership ledger showing the sole member. These are usually internal documents and not on file with the state, but banks rely on them to confirm ownership.
• If the member is deceased: the decedent’s death certificate and any probate documents (letters of administration, court order, or a certified copy of the will admitting the estate) that show who controls the deceased member’s interest. Banks often require probate or an assignment showing title transfer before they permit account changes.
• If an authorized person is acting on behalf of the LLC: a copy of a certificate of incumbency, a resolution signed by the member or manager, or a filed statement of authority (if one exists) showing who may sign for the LLC.

How to get the state records in Utah

1. Search the Utah Division of Corporations’ business search to locate the LLC record. The Division’s site provides access to filing history and allows ordering certified copies and certificates. See: Utah Division of Corporations & Commercial Code.
2. Order a certified copy of the Certificate of Organization and a Certificate of Existence/Good Standing. Ask for certified copies (with the state seal) because banks usually require certification.
3. If the LLC filed amendments or a Statement of Authority, order certified copies of those filings too.

When a death or transfer is involved

If the sole member died, the bank will want proof that the person presenting documents now has authority over the LLC’s accounts. Typical paths:

• If the operating agreement provides a clear succession mechanism (for example, membership passes to a named person), present the operating agreement plus the death certificate and the member’s ID.
• If the membership passed into the estate, present probate documents (letters testamentary or letters of administration) showing the estate personal representative has authority to act for the deceased member.
• Some banks will accept a court order assigning the interest, or an assignment document signed by whoever has legal authority to assign the membership interest.

Helpful Hints

• Order certified state documents (Certificate of Organization and Certificate of Existence) from the Utah Division of Corporations: https://corporations.utah.gov/.
• Bring the LLC’s operating agreement and any membership ledger to the bank. Those internal documents usually carry the most weight for proving sole ownership.
• If the owner is deceased, also bring the death certificate and any probate paperwork (letters testamentary or letters of administration).
• If the bank asks for more proof, a signed affidavit from the personal representative or a court order can help.
• Ask the bank in advance exactly which documents it will accept. Different banks and different branches often have different policy thresholds for what they require.
• If you cannot find the operating agreement or membership records, consider obtaining legal help to reconstruct ownership (e.g., affidavits, copies of tax returns showing income allocation, or court proceedings). A probate attorney can explain the steps to transfer membership in the estate context.
• Review Utah’s LLC filing rules for formation and filed records: Utah Code, Title 48, Chapter 3a.

Takeaway: The Utah Division of Corporations can issue certified formation documents and a certificate of good standing. These prove the LLC’s existence and certain filed facts, but they usually do not show private membership ownership. To prove sole membership to a bank you’ll usually combine certified state records with the LLC’s internal documents (operating agreement, membership ledger) and, if applicable, death or probate records.

Disclaimer: I am not a lawyer. This post is for general informational purposes only and does not constitute legal advice. For guidance specific to your situation, consult a licensed Utah attorney or the Utah Division of Corporations.