Florida: Documents to Show a Bank That a Family Member Was the Sole Member of an LLC

Detailed Answer

Short version: The Florida Department of State (Sunbiz) can provide certified public filings such as the Articles of Organization and a Certificate of Status, but those filings usually do not list members. To prove someone was the sole member you will usually need a mix of (1) certified state filings from Sunbiz, (2) the LLC’s internal records (operating agreement, membership ledger or membership certificate), and (3) documents showing authority to act for the decedent’s estate (death certificate plus probate or letters of administration). Banks set their own requirements, so expect to provide several of these documents together.

What the Florida Division of Corporations (Sunbiz) can and cannot show

Sunbiz (Florida Department of State) maintains public images of filings. You can obtain:

• Certified copy of the Articles of Organization (the original filed document).
• Certificate of Status (sometimes called a Certificate of Good Standing) showing the entity exists and is in good standing with the state.
• Copies of filed Annual Reports and any other documents the LLC filed with the state.

Request these through Sunbiz: https://dos.myflorida.com/sunbiz/. You can order certified copies and certificates from the Division of Corporations: https://dos.myflorida.com/sunbiz/manage-business/order-copies/.

Important legal point under Florida law

The Florida Revised Limited Liability Company Act governs LLCs; it requires LLCs to keep certain internal records but it does not require member names to be listed in the Articles of Organization filed with the state. See Chapter 605, Florida Statutes for the Act: https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0605/0605ContentsIndex.html. Because member identity is typically maintained in the company’s internal records rather than on public state filings, a Sunbiz search often will not prove sole membership by itself.

What banks typically want to see to confirm sole membership (practical checklist)

1. Certified Articles of Organization from Sunbiz — shows the LLC’s formation and whether it is member-managed or manager-managed. Order a certified copy at Sunbiz: https://dos.myflorida.com/sunbiz/manage-business/order-copies/.
2. Certificate of Status (Good Standing) from Sunbiz — verifies the LLC is active with the state.
3. Operating Agreement — internal document that often names members and explains ownership percentages and succession rules. This is usually the clearest proof of who the members are.
4. Membership ledger or membership certificate — many single-member LLCs use a membership certificate or maintain a ledger showing the sole member. A signed membership certificate or ledger entry can be persuasive.
5. Death certificate if the member is deceased — a certified copy from the vital records office.
6. Probate documents or letters of administration/testamentary — if the decedent’s ownership is passing to an estate or heirs, the bank will often require court-issued Letters of Administration or Letters Testamentary showing who is authorized to act for the estate. These come from the county probate court.
7. Affidavit or corporate resolution — an affidavit of heirship (depending on the bank) or a company resolution signed by the personal representative may be needed to authorize account access or transfer of ownership.
8. Federal EIN notice or IRS confirmation (if requested) — the bank may ask for the LLC’s EIN documentation (IRS CP 575 or equivalent) to match the business records.

Why you usually need both state filings and internal LLC records

State filings prove the LLC exists, when it was formed, and its registered agent. However, Florida Articles of Organization generally do not require member names. The internal documents (operating agreement, membership records) are where ownership is recorded. If the member has died, probate documents show who has legal authority over the decedent’s assets, including membership interests in the LLC.

If the LLC was single-member and the owner died

Ownership of the membership interest passes according to the decedent’s will or, if there is no will, under Florida’s intestate succession rules. A bank commonly requires:

• Certified death certificate;
• Letters of Administration or Letters Testamentary issued by the probate court (to show who can act for the estate);
• Either the operating agreement (showing transfer rules) or a court order instructing how membership interest should be transferred or who may access the accounts.

If the LLC’s operating agreement includes simple transfer instructions naming a successor or permitting transfer by will, that document plus probate paperwork may be enough. If there is no operating agreement or it’s ambiguous, the bank will usually insist on probate letters.

Practical steps to prepare before visiting the bank

1. Run a Sunbiz search for the LLC and order a certified copy of the Articles and a Certificate of Status: https://dos.myflorida.com/sunbiz/.
2. Gather the original or certified copy of the decedent’s death certificate.
3. Locate the operating agreement, any membership certificate, and the membership ledger. If they can’t be found, note who may have them (attorney, safe deposit box, accountant).
4. If probate is required, contact the county probate clerk to begin probate or request Letters of Administration/Letters Testamentary. The Florida Courts help site can point you to local resources: https://www.flcourts.org/.
5. Call the bank ahead of time to get a written list of documents they require — banks vary widely in practice.

Where to get certified state documents in Florida

Order certified documents and certificates of status from the Florida Department of State (Sunbiz): https://dos.myflorida.com/sunbiz/manage-business/order-copies/ and learn about public records at https://dos.myflorida.com/sunbiz/records/.

Bottom line: Start with certified Articles of Organization and a Certificate of Status from Sunbiz, but plan to produce the LLC’s operating agreement and membership records and, if the member died, the death certificate plus probate letters. Because banks set their own rules, calling the bank in advance will save time and avoid surprises.

Disclaimer: This article explains general information about Florida law and typical bank practices. It is not legal advice. For advice about a specific situation, consult a licensed attorney in Florida.

Helpful Hints

• Call the bank and ask for their exact document checklist in writing before you go.
• Ask Sunbiz for certified copies rather than uncertified printouts — banks usually require certified documents.
• If you cannot find the operating agreement, search for membership certificates, tax returns (Schedule C or K-1 may show ownership), or federal EIN registration documents.
• If probate looks necessary, contact the county probate clerk or a probate attorney; banks typically accept Letters Testamentary or Letters of Administration as proof of authority.
• If the LLC is manager-managed and the manager handled the bank account, the bank may require documentation showing the manager’s authority as well as ownership documents.
• Keep certified copies and originals organized in a single folder; banks prefer originals or certified copies over photocopies.
• If multiple heirs are involved, a signed written agreement among heirs along with probate court approval can simplify transfers to a new owner or closure of accounts.