Colorado — What Secretary of State Documents Prove a Deceased Family Member Was the Sole Member of an LLC? | Colorado Probate | FastCounsel
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Colorado — What Secretary of State Documents Prove a Deceased Family Member Was the Sole Member of an LLC?

Detailed Answer: What documents from the Colorado Secretary of State will a bank accept to show a family member was the sole member of an LLC?

Disclaimer: This is general information, not legal advice. If you need legal or banking advice for a specific situation, consult an attorney or the bank.

Short answer

Most banks want official, certified records from the Colorado Secretary of State plus internal LLC paperwork and probate or fiduciary documents after a member’s death. The key items are: (1) a certified copy of the LLC’s Articles of Organization (or Certificate of Organization) on file with the Colorado Secretary of State; (2) a current Certificate of Good Standing / Certificate of Status or an equivalent certified entity record from the Secretary of State; and (3) the LLC’s internal documents (chiefly the Operating Agreement) that show who the sole member was. If the member is deceased, banks will also typically require a certified death certificate plus proof that whoever is asking to access the accounts has lawful authority (letters testamentary/administration from probate or a small‑estate affidavit where allowed).

What to get from the Colorado Secretary of State

Contact the Colorado Secretary of State (SOS) to obtain certified copies or certificates. Typical SOS items banks accept are:

  • Articles of Organization (Certificate of Organization) — the filed document that created the LLC. This shows the official formation filing and the date it was filed.
  • Certificate of Good Standing or Certificate of Status — a current certificate showing the LLC is registered and in good standing with the SOS. Banks rely on this to confirm the entity was active at a given date.
  • Filed Amendments — if the Articles were amended (for example to change members or managers) get certified copies of any amendments or restated articles.
  • Statement of Authority (if filed) — if the LLC filed a Statement of Authority or similar SOS filing that names authorized persons, a certified copy will help show who had authority to sign on behalf of the LLC.

You can find Colorado SOS business services here: https://www.sos.state.co.us/biz/. Use the business search and document ordering functions to request certified copies or certificates.

Why those SOS documents matter

The SOS documents prove the LLC’s official existence and show any public record changes. They do not usually list members by name (member ownership is often private), but together with the LLC’s Operating Agreement they let a bank verify membership:

  • SOS filings prove the company exists and show the official formation and any public amendments.
  • The Operating Agreement (an internal document, usually not filed with the SOS) is the primary record that names members and sets ownership percentages. Banks generally expect a certified or formally attested copy of the Operating Agreement to confirm a sole member.

What banks commonly require when a member has died

If the sole member has died, banks will ask for two groups of documents: (A) evidence that the person was the LLC’s sole member, and (B) proof that the person seeking access has authority to act for the estate or the LLC now.

A. Proof the deceased was the sole member:

  • Certified Articles of Organization and any amendments from the SOS.
  • Certified Certificate of Good Standing or status from the SOS.
  • The LLC Operating Agreement showing the deceased as the sole member (a certified copy or an affidavit certifying the operating agreement’s contents).

B. Proof of authority to act after death:

  • Certified death certificate for the member.
  • If the estate is probated: a certified copy of the court’s Letters Testamentary or Letters of Administration (or similar court order appointing a personal representative). These show the person asking the bank to change ownership or close accounts is legally appointed.
  • If the estate is small or non‑probate options apply: a Colorado small estate affidavit or other statutory collection affidavit (if available and appropriate), properly completed and, where required, notarized or filed with the court. The bank will decide whether to accept a small‑estate affidavit in place of probate documents.
  • If the LLC’s Operating Agreement designates a successor or a transfer on death procedure, a certified copy of that agreement clause and any required acceptance documents.

Typical combined packet a bank will accept

When you visit the bank, bring a packet that usually includes:

  1. Certified copy of the LLC’s Articles of Organization (SOS certified).
  2. Certificate of Good Standing (SOS certified and recent).
  3. Certified copy of the current Operating Agreement showing the deceased as sole member (or a notarized affidavit from the personal representative summarizing membership with reference to the agreement).
  4. Certified death certificate.
  5. Letters Testamentary / Letters of Administration or court order appointing the personal representative, OR an accepted small‑estate affidavit if probate is not required.
  6. Personal identification for the person asking to act (ID, Social Security number as required by the bank).
  7. Bank forms required by that bank for estate or business account changes.

How to get certified SOS documents in Colorado

Use the SOS business portal to search the LLC and order certified documents. The SOS can provide certified copies of formation documents and a Certificate of Good Standing. If you’re unsure which document to order, contact the Colorado Secretary of State’s Business Filings office or use the online business search to view available filings.

Colorado SOS business services: https://www.sos.state.co.us/biz/

If the Operating Agreement is missing

The Operating Agreement is commonly not filed with the SOS and may be kept with family records or with the personal representative. If you cannot find a signed Operating Agreement, banks may accept one or more of the following:

  • A notarized affidavit from a knowledgeable person (often the personal representative, attorney, or accountant) attesting that the deceased was the sole member and describing how membership was documented.
  • Prior tax returns (Schedule C or K‑1) or bank account statements showing the deceased as the only owner of the LLC funds.
  • Any written transfer documentation, membership certificates (if the LLC issued them), or meeting minutes confirming sole membership.

Practical steps you can take now

  1. Search the Colorado SOS business database for the LLC name and order a certified Articles of Organization and a Certificate of Good Standing.
  2. Locate the Operating Agreement. If you find it, get a certified or notarized copy to give the bank.
  3. Get a certified copy of the death certificate from the vital records office.
  4. If needed, open probate or obtain letters from the probate court appointing a personal representative; alternatively evaluate whether a small‑estate affidavit is usable for your situation.
  5. Call the bank ahead of time and ask which combination of documents they will accept. Banks differ in their internal requirements.

Helpful Hints

  • Bring originals or certified copies. Photocopies are usually not enough for banks.
  • Ask the bank for a written list of required documents. If they accept an affidavit in place of an Operating Agreement, get that acceptance in writing.
  • If you anticipate litigation or contested ownership, consult an attorney before giving up control or funds.
  • Order SOS certificates that are recent. Many banks require a Certificate of Good Standing dated within 30–90 days.
  • If the LLC used an EIN, have the EIN paperwork available; banks use it to match records.
  • Different banks have different policies. If one bank refuses a reasonable packet, ask to speak to the manager or try another bank branch or institution.
  • If the LLC had more than one member at any point, be prepared to show how and when ownership changed (amendment filings, buy‑sell agreements, membership transfer documents).

Where to get more information

Colorado Secretary of State — business services and document ordering: https://www.sos.state.co.us/biz/

Colorado Court forms and probate information (Colorado Judicial Branch): https://www.courts.state.co.us/Forms/Forms_List.cfm?Form_Type_ID=19

IRS guidance on LLCs and EINs: https://www.irs.gov/businesses/small-businesses-self-employed/limited-liability-company-llc

If you want personalized next steps for your situation (for example, whether a small‑estate affidavit will work or how to obtain Letters of Administration), consider talking with a Colorado probate attorney or contacting the bank to get their exact document checklist.

The information on this site is for general informational purposes only, may be outdated, and is not legal advice; do not rely on it without consulting your own attorney.