How to prove to a bank that a family member was the sole member of an LLC under Wisconsin law
Short answer: Banks usually want state-filed documentation that shows the LLC’s existence plus a private document that identifies the LLC’s sole owner. From Wisconsin’s business filing office (Wisconsin Department of Financial Institutions, DFI) the two most useful items are a certified copy of the Articles of Organization and a Certificate of Status (sometimes called a Certificate of Good Standing or Certificate of Existence). To prove who the sole member actually was, you will typically need the LLC’s signed operating agreement (or a sworn affidavit, assignment, or a court/probate document if the member died).
Detailed answer — what the state can provide and what banks commonly require
State-filed documents you can get from Wisconsin DFI
- Certified copy of the Articles of Organization (filed articles): These show the LLC’s legal name, the date of formation, and the name/address of the registered agent as filed with the state. A certified copy proves the document on file with the state is genuine. Request via the Wisconsin DFI business filings system: Wisconsin DFI Business Entity Search.
- Certificate of Status / Certificate of Existence (certified): This confirms the LLC is (or was) an active/willful-formed entity in Wisconsin at a particular date. Banks often accept this as proof the entity was validly formed under Wisconsin law. See general DFI corporation/LLC pages: Wisconsin DFI – Corporations & LLCs.
- Filed amendments or annual reports: If the LLC filed an amendment that added or removed members, that will be on file. Obtain certified copies of any amendments or annual reports that reference ownership changes.
Private or operational documents banks commonly ask for
- Operating agreement: This is the primary internal document that lists the members and their ownership percentages and describes member rights and transfer rules. If the operating agreement names the deceased family member as the sole member, banks usually accept it along with a certified state filing.
- IRS EIN notice (CP 575) or other federal tax documents: Banks generally want an EIN for business accounts. The IRS EIN assignment letter or a recent business tax return showing the LLC name and EIN may be requested.
- Bank resolution or signature authorization: Many banks require a separate corporate/LLC resolution, signed by the member(s), that authorizes specific people to sign on the account.
If the member is deceased
When the sole member of a single-member LLC has died, banks commonly require additional documents before releasing funds or changing account ownership. Typical items include:
- Certified death certificate for the deceased member.
- Letters testamentary or letters of administration (probate documents) issued by a Wisconsin probate court if the LLC interest is part of the decedent’s probate estate. Those documents name the personal representative who can act for the estate.
- Documents showing transfer of the membership interest — e.g., the operating agreement’s provisions for transfer on death, a signed assignment of membership interest, or a court order determining ownership.
- Affidavit of successor in interest or an estate closing statement may be accepted by some banks in limited-value accounts, but banks have different risk rules.
Relevant Wisconsin law and where to look
Wisconsin’s LLC law and rules about what is filed with the state are in the Wisconsin Limited Liability Company Act (Chapter 183 of the Wisconsin Statutes). The statutes and DFI filing rules describe what is a public filing and what the DFI keeps on record. You can read the statutes here: Wis. Stat. Ch. 183 — Limited Liability Companies. For searching or ordering certified filings from the state, use the DFI business entity pages: DFI Business Entity Search and DFI Corporations & LLCs.
What banks actually need — expect variation
Banks are regulated institutions but each bank sets its own internal compliance rules for what they will accept as proof of ownership. Typical bank requirements include:
- A current certified state filing (Certificate of Status/existence)
- A copy of the operating agreement showing the sole member
- Federal EIN and identification for authorized signers
- If the member died, death certificate + probate documentation or an applicable transfer/assignment
- Sometimes a bank will also ask for a corporate/LLC resolution naming the persons who may transact on the account
Because bank policies differ, call the bank first. Ask their exact checklist and whether they require originals, certified copies from the state, or if notarized copies are acceptable.
Practical step-by-step checklist (what to collect)
- Use the DFI business search to pull the LLC’s public record and order a certified copy of the Articles of Organization and a Certificate of Status from Wisconsin DFI: https://www.wdfi.org/apps/CorpSearch/.
- Locate the LLC’s operating agreement. If you don’t have one, search the decedent’s papers or contact any listed managers or the registered agent.
- Obtain the LLC’s IRS EIN letter or recent business tax return.
- If the member has died, get a certified death certificate and determine whether probate was opened. If so, obtain letters testamentary or letters of administration from the probate court.
- Contact the bank with your checklist and ask for their preferred document formats (originals, certified copies, notarized copies). Provide the bank the certified state filings and the operating agreement, plus ID for the person who will act on behalf of the LLC or estate.
- If the bank or other parties dispute your documents or require a legal determination (for example, when the operating agreement is ambiguous), consider getting a lawyer’s opinion letter or a court order resolving who holds the membership interest.
When to speak with an attorney
Talk to a lawyer if:
- Ownership is disputed by other relatives or third parties.
- The operating agreement is missing, contradictory, or unclear about succession on death.
- The bank refuses to release funds and demands a court order or more documentation.
- There are tax or creditor issues affecting the LLC interest.
Helpful hints
- Ask the bank for a written list of exactly which documents and what form (original, certified copy, notarized) they need before you obtain them.
- Certified copies from Wisconsin DFI can take time — order early and request expedited processing if available.
- If the LLC had no operating agreement, look for minutes, bank resolutions, tax returns, or other documents that show the deceased acted as the sole member; the bank may accept a combination of records.
- If the member’s interest passed by a will, the executor (with letters testamentary) can usually act; if it passed by operation of law (e.g., joint ownership or beneficiary designation), you may need a court or statutory proof of transfer.
- Keep originals where possible; banks frequently insist on certified state filings rather than photocopies.
- Record the DFI file numbers and filing dates; these make locating records and ordering certified copies easier.
Where to look for more information — Wisconsin statutes on LLCs: https://docs.legis.wisconsin.gov/statutes/statutes/183. Wisconsin DFI business entity search and filing services: https://www.wdfi.org/apps/CorpSearch/ and general DFI corporation/LLC info: https://www.wdfi.org/corporations/.
Disclaimer: I am not a lawyer. This article provides general information about typical documentation in Wisconsin and is not legal advice. For advice about a specific situation, consult a licensed Wisconsin attorney.