How to prove a family member was the sole member of their Wyoming LLC using Secretary of State records
Disclaimer: This is general information and not legal advice. For specific legal steps for your situation, consult an attorney or probate professional.
Detailed answer — what the Wyoming Secretary of State can (and cannot) show
When a bank asks you to “show” that a family member was the sole member of their Wyoming limited liability company (LLC), you need documents that demonstrate ownership and authority to act for the LLC. Some of those documents come from the Wyoming Secretary of State (SOS); others are private documents you may need to provide from the decedent’s records or from the probate court.
What the Wyoming Secretary of State can provide
- Certified Articles of Organization (certificate of formation): The SOS maintains the LLC’s filed formation document. A certified copy from the SOS verifies the LLC existed and shows formation details the organizer chose to include on the public filing (for example, the company name, principal office address if filed, and the registered agent). Order via the Wyoming business portal: https://wyobiz.wyo.gov/Business/Entity/Search and the Secretary of State site: https://sos.wyo.gov/.
- Certificate of Existence / Good Standing: This certificate confirms the LLC is (or was) an active entity in Wyoming on the date issued. Banks often accept a certified certificate of existence as proof the company was validly formed and in good standing. You can request a certificate of existence from the SOS business services pages: https://sos.wyo.gov/.
- Copies of filed amendments or other public filings: If members, managers, or ownership changes were memorialized in an amendment or a publicly filed statement, you can obtain certified copies of those filings from the SOS.
- Filed “Statement” documents (if any): In some cases an LLC may have filed statements under the Wyoming LLC statutes that document authority of particular persons (for example, a filed Statement of Authority). If the LLC filed such a statement, certified copies are available from the SOS.
What the Wyoming Secretary of State generally cannot provide
- Member lists and private operating agreements: Wyoming does not require LLCs to file member lists or operating agreements with the SOS. Membership is usually a private internal matter. The SOS record will not typically state who the members are unless that information was voluntarily included in a filed public document.
- Proof of sole membership by itself: Because membership is usually documented only in private records (operating agreement, membership certificates, internal records), a public SOS record alone often cannot prove that a deceased person was the sole member.
What banks commonly require and how to satisfy them
Banks typically want a clear chain of authority showing who owned the LLC and who now has the right to handle LLC funds or accounts after a member’s death. Documents a bank is likely to accept include some combination of the following:
- Certified Articles of Organization from the Wyoming SOS and a Certificate of Existence (to prove the LLC existed and was in good standing).
- The LLC’s operating agreement (if it shows the decedent was the sole member and contains succession language).
- A death certificate for the owner.
- Probate court documents (letters testamentary or letters of administration) appointing a personal representative, or a small‑estate affidavit or similar document under Wyoming law that transfers LLC membership or authority.
- A will or trust instrument that names the successor of the decedent’s LLC interest, together with certified copies of any probate or trust certification required by the bank.
- An affidavit from the decedent’s personal representative or successor under native state procedures (often notarized and, where required by the bank, certified by the probate court).
Because SOS records usually won’t show membership, the most common route is:
- Order certified Articles of Organization and a Certificate of Existence from the Wyoming SOS (to show the LLC exists).
- Provide the bank with the decedent’s death certificate.
- Provide the LLC operating agreement or membership certificate if available (these are private documents — request them from the decedent’s files or the person who handled their business affairs).
- If membership cannot be established from private LLC records, open a probate or trust administration in the appropriate county and obtain letters testamentary or other court documents that the bank will accept.
Relevant Wyoming law (where to read the statutes)
Wyoming’s LLC rules appear in the Wyoming Limited Liability Company Act (Title 17, business statutes). For the text of the Wyoming statutes and to confirm filing and certification rules, consult the Wyoming Legislature website (Title 17) and the Wyoming Secretary of State business pages:
- Wyoming Legislature — Title 17 (Business Organizations): https://wyoleg.gov/statutes/compress/title17.pdf
- Wyoming Secretary of State — Business Services and entity search: https://wyobiz.wyo.gov/Business/Entity/Search
- Wyoming Secretary of State — general business filing information and how to order certified copies: https://sos.wyo.gov/
These resources explain what the SOS keeps on public record and how to request certified copies or certificates of existence.
Helpful hints — practical steps to get what the bank needs
- Contact the bank first and ask exactly which documents it requires. Banks differ; some accept a certified certificate of existence plus a death certificate and an affidavit; others insist on probate or letters appointing a personal representative.
- Search the Wyoming business registry (wyobiz.wyo.gov) to download or order certified copies of the Articles of Organization and any amendments or statements filed publicly.
- Look for an operating agreement, membership certificates, buy‑sell agreements, or any document that names the decedent as the sole member. These private documents are the strongest proof of sole membership.
- If you cannot find private LLC records that show sole ownership, be prepared to begin a probate or trust procedure. In many cases the probate court’s letters or an order transferring the decedent’s interest will satisfy the bank.
- Get certified copies of the decedent’s death certificate from the vital records office — banks require original or certified documents, not photocopies.
- If the LLC filed any public “statement of authority” or similar filings, obtain certified copies from the SOS; those filings can sometimes supply the authority the bank needs.
- If you expect to do this for multiple institutions, obtain several certified copies of SOS filings and the death certificate at once to avoid delays.
- If the funds are time-sensitive (for example, to pay a mortgage or payroll), talk to a probate attorney promptly about emergency relief or expedited appointment as personal representative.