Proving LLC Membership to a Bank: Delaware Secretary of State Documents and What Actually Proves Sole Membership
This FAQ-style guide explains which documents issued by the Delaware Division of Corporations (Secretary of State) are helpful — and which documents you will actually need — when a bank asks you to show that a family member was the sole member of a Delaware LLC.
Short answer — what the Delaware Division of Corporations will (and won’t) show
The Delaware Division of Corporations can issue and certify corporate formation records such as a Certificate of Formation (filed formation document) and a Certificate of Status (often called a Certificate of Good Standing). These prove that an LLC exists and is in good standing with the state, and they can be certified as true copies.
However, Delaware does not require member names to be listed in public formation records. The Division of Corporations generally will not and cannot provide a state record that lists the LLC’s members or confirms someone was the sole member. Membership is governed by the LLC’s internal records (operating agreement, membership ledger, membership certificates), not by the Secretary of State’s public records. For the Delaware LLC Act, see Title 6, Chapter 18 of the Delaware Code: https://delcode.delaware.gov/title6/c018/.
Secretary of State documents you should obtain
Order these items from the Delaware Division of Corporations (https://corp.delaware.gov/) and give them to the bank as part of your package:
- Certified copy of the Certificate of Formation — The filed formation document proves the LLC was validly formed in Delaware. It will not list member names but confirms the entity’s legal existence.
- Certificate of Status (Certificate of Good Standing) — Confirms the LLC is active and in good standing with the state at the time the certificate is issued. Useful to show the entity was properly maintained. You can order through the Delaware Division of Corporations: https://corp.delaware.gov/.
- Certified copies of any filed Amendments or Certificates of Conversion — If the formation document was amended or the entity converted into/out of another form, provide certified filed amendments so the bank can see the official filing history.
What banks typically require in addition to state-issued records
Because Delaware’s public filings usually do not show membership, most banks will ask for internal LLC documents and identity/authority evidence. Typical items that banks accept as proof that someone was the sole member:
- Operating Agreement — A signed operating agreement that names the sole member (or shows membership percentages) is the primary internal document. The operating agreement is not filed with the state, but it is the main evidence of membership.
- Membership ledger or membership certificate — Many LLCs keep a membership ledger or issue membership certificates. A certificate or a ledger entry showing a single member is strong proof.
- Certificate of Incumbency / Secretary’s Certificate — A signed and, if possible, notarized internal certificate signed by an authorized person of the LLC that states who the member(s) were. If the LLC’s manager or member is available, they can sign this document.
- Bank resolution — If the LLC previously authorized signers or resolutions for account access, a copy can show who was authorized.
- IRS EIN letter (CP 575) or correspondence — Federal IRS documentation sometimes lists the responsible party or contact associated with the EIN; this can help corroborate identity and control.
- Identification documents — Valid photo ID for the family member presenting or for the person named in the internal records.
If the member is deceased — additional documents banks will want
If your family member died, banks usually require estate or probate documents that establish who has the legal authority to act for the LLC or the decedent’s interest in it. Common items include:
- Death certificate — Certified copy.
- Letters Testamentary or Letters of Administration — Issued by a probate court naming the executor or administrator; these show who can act on the decedent’s behalf for estate matters.
- Probate court order or court-issued documents recognizing transfer of membership interest — If the operating agreement directs a particular succession procedure, a court document may be required to effectuate it.
- Affidavit of inheritance or small estate affidavit — In some limited circumstances (small estates), banks accept an affidavit that establishes who inherits.
- Documents showing LLC succession under the operating agreement — Some operating agreements include buyout or succession processes that result in transfer to beneficiaries or the estate; provide those documents.
Note: If an LLC’s operating agreement contains a continuation or buyout mechanism on death, the transfer process often happens internally and will require the LLC’s internal records and possibly court or estate paperwork to satisfy the bank.
Practical step-by-step plan
- Contact the bank first and ask for a written list of documents they require to release funds or allow account changes. Banks vary in what they accept.
- Order a certified copy of the Certificate of Formation and a Certificate of Status from the Delaware Division of Corporations: https://corp.delaware.gov/.
- Gather internal LLC records: operating agreement, membership ledger, membership certificate(s), bank resolutions, and the EIN letter.
- If the member is deceased, also obtain a certified death certificate and the probate documents (Letters Testamentary/Administration or equivalent).
- If needed, have an attorney prepare a certified Secretary’s Certificate or affidavit from the LLC’s authorized person confirming sole membership and authority. If no one remains with authority, an estate representative’s court papers will usually be necessary.
- Present the bank with the combined package: state-certified formation/status documents plus the internal records and any estate documents.
Why the Secretary of State documents alone usually aren’t enough
Delaware’s formation filings are intentionally minimal: they establish the entity’s existence and the registered agent, but they do not disclose member names or ownership percentages. The Delaware Limited Liability Company Act governs formation and operation (see Title 6, Chapter 18: https://delcode.delaware.gov/title6/c018/). Because membership is an internal matter, banks rely on the LLC’s internal documents and, when needed, probate/estate paperwork.
Helpful hints
- Ask the bank for a written checklist of required items before you order certified documents — saves time and fees.
- Certified copies from the Delaware Division of Corporations are quick to order online; include the certified/completion date the bank requests.
- If an operating agreement is missing or incomplete, a certified affidavit from the LLC’s manager or an attorney’s certification may help, but banks vary in accepting these.
- When someone has died, bring both the estate court documents and any LLC documents showing succession rules. Banks often require court-issued authority for an estate representative to access accounts.
- Keep originals and provide certified copies when requested. Some banks want originals or notarized copies of internal documents.
- Consider contacting a probate or business attorney if the situation involves death, disputed ownership, or complex succession — banks sometimes will not accept informal evidence.