This FAQ explains which Vermont Secretary of State filings and other paperwork banks commonly accept to confirm that a deceased or living family member was the sole member of a Vermont limited liability company (LLC). It describes what the Secretary of State can and cannot show, what private documents the bank will often require, and practical steps you can take to gather the paperwork the bank will accept.
Detailed answer — what documents to get and why
1. Documents you can get from the Vermont Secretary of State
- Certified Articles of Organization (a certified copy of the formation filing). This is the official filing that created the LLC. It normally shows the LLC name, formation date, and the registered agent. It usually does not list LLC members. Request a certified copy from the Vermont Secretary of State Business Services office: https://sos.vermont.gov/business-services/.
- Certificate of Good Standing (sometimes called Certificate of Status). This confirms the LLC is properly formed and presently in good standing with the Secretary of State (registered and current on filings). A bank may accept this to confirm the entity exists: https://sos.vermont.gov/business-services/.
- Filing history / record of filed amendments and annual reports. These show what information the LLC has actually filed publicly (for example, if the LLC ever filed an amendment that named a manager). They do not generally list members, but they show the public record: https://sos.vermont.gov/business-services/ (use the business search and records request options).
2. Private documents the Secretary of State will not have (but the bank will often want)
- Operating Agreement. The operating agreement is the private contract that sets out ownership (members), membership percentages, and transfer rules. Most LLCs never file this document with the state. A certified or notarized copy of the operating agreement showing the deceased family member as sole member is usually the best direct proof of sole ownership.
- Membership ledger or membership certificate. Some LLCs keep a membership ledger or issue membership certificates. A copy of the ledger or a certificate showing sole membership helps.
- Manager’s or member’s certificate / written resolution. If the LLC had a manager or another authorized signer, a signed certificate or resolution (often notarized) confirming the sole-member status can be accepted by a bank.
3. If the member is deceased — estate/fiduciary paperwork banks typically require
- Death certificate. Banks routinely require an official death certificate to move forward.
- Letters testamentary or letters of administration (or a court order appointing a personal representative). If you are acting for the decedent’s estate, the bank will usually want proof you are the authorized personal representative. These are issued by the probate court.
- Will or trust documents showing transfer or successor ownership, if applicable. If the member left a will or the membership interest passed into a trust, the bank will want the relevant instruments and proof of your authority under them.
4. Typical document packages banks accept
Because formation filings rarely list members, banks commonly accept a combination of:
- Certified Articles of Organization from the Vermont Secretary of State (to prove the LLC exists);
- Certificate of Good Standing from the Secretary of State (to show the LLC is active);
- A certified or notarized copy of the LLC’s operating agreement or a signed manager/member certificate showing the deceased family member was the sole member; and
- If the member is deceased, a death certificate plus letters testamentary/letters of administration or a court order appointing a fiduciary.
5. What to do if you cannot find an operating agreement
- Ask the bank what alternate proof they will accept — banks have differing documentation standards.
- If the LLC kept an internal membership ledger or issued membership certificates, ask the LLC’s last manager or registered agent for copies.
- If the LLC’s manager or other officer can sign a sworn declaration (manager’s certificate) stating that the decedent was the sole member, banks often accept that declaration along with certified formation documents.
- If there is no manager and no one can produce a document, a probate court can declare membership ownership as part of estate administration; banks will accept court orders and letters of administration.
6. How to get certified copies from the Vermont Secretary of State
- Use the Vermont Secretary of State Business Services website to search for the LLC and request certified copies or certificates: https://sos.vermont.gov/business-services/.
- Pay the applicable fee and request a certified copy or a certificate of good standing. Certified copies usually include the state seal and a signature certifying the authenticity of the record.
- If you need a certified copy quickly, call the Business Services office for available expedited options and exact fee amounts.
Helpful hints
- Contact the bank first and ask exactly which documents they require. Different banks and different branches have different compliance rules.
- Bring both public records (certified formation documents, certificate of good standing) and private documents (operating agreement, membership certificates) if available.
- If the member died, get a certified death certificate and the probate court paperwork proving you are the estate’s personal representative.
- If you cannot obtain an operating agreement, a notarized statement from the LLC’s manager or a court order may substitute.
- Keep copies of every certified document and make additional certified copies if more institutions need proof.
- If the LLC used a registered agent service, that agent may be able to provide filing copies or guidance on the public record.
- If you hit a roadblock, consider consulting an attorney who handles probate and business succession — they can request court declarations or prepare fiduciary letters the bank will accept.
Where to start online
Vermont Secretary of State — Business Services: https://sos.vermont.gov/business-services/ (use the business search and records request features to locate filings and order certified copies).
Disclaimer: This article is for general informational purposes only and is not legal advice. Laws and bank policies change. If you need legal advice about estate administration, LLC ownership, or obtaining authority over bank accounts, consult a licensed Vermont attorney familiar with probate and business law.