How to Prove a Deceased Family Member Was the Sole Member of a Hawaii LLC
This FAQ explains what official records and paperwork banks typically accept to show a family member was the sole member of a Hawaii limited liability company (LLC), and what to do next if the member died. This is general information only and is not legal advice.
Direct answer — documents the bank will most often accept
In Hawaii, banks usually want both public, government-issued records and internal LLC documents before they will treat you as having authority over the LLC’s accounts. The most useful items are:
- Certificate of Status (Certificate of Good Standing) or certified entity record from DCCA / Hawaii Business Express: proves the LLC is active and shows the entity name and file number. Order a certified copy or certificate through the Department of Commerce and Consumer Affairs Business Registration Division (Hawaii Business Express). (See DCCA: https://cca.hawaii.gov/breg/ and Hawaii Business Express: https://hbe.ehawaii.gov/.)
- Certified copy of the Articles of Organization (or Certificate of Organization) filed with DCCA: the filed Articles show formation information and the filing date. Note: most states’ formation papers do not list members, so Articles alone often don’t prove sole membership, but a certified copy is a core public record banks will expect.
- Operating Agreement (signed by the deceased member): the LLC’s operating agreement is the primary document that lists members, ownership percentages, and what happens on a member’s death. If it names the deceased as the sole member, a certified or notarized copy is strong internal evidence.
- Member certificate or membership ledger entry: if the LLC issued a member certificate or kept a membership ledger showing the deceased as sole member, provide a certified copy or a notarized affidavit from an LLC officer confirming that record.
- Death certificate for the member: a certified copy of the member’s death certificate is generally required when the issue is authority after death.
- Probate documents or Letters Testamentary / Letters of Administration from the Hawaii probate court: if the membership interest passes to the estate, banks commonly require proof that a personal representative (executor/administrator) has authority. See Hawaii Judiciary probate self-help: https://www.courts.state.hi.us/self-help/probate.
- Small estate affidavit or summary administration documents (where applicable): if Hawaii’s summary administration or small estate procedures apply, provide those documents that show who has authority to collect assets.
- Affidavit or Certificate of Authority from the LLC: if the LLC’s manager(s) or remaining authorized person(s) execute an affidavit confirming the deceased was the sole member (and naming the successor or personal representative), a bank may accept it—especially if combined with certified DCCA records.
- IRS EIN documentation and bank account records: the bank may want the LLC’s EIN and the account signature card and to see records tying the deceased to the account.
Why some documents matter more than others
Public filings at DCCA (Hawaii’s business registration office) verify the LLC exists and show the official file number and formation date. But membership is usually an internal matter controlled by the operating agreement, membership ledger, or member certificates. When a member dies, the membership interest generally passes according to the operating agreement or, if none, under probate/intestate succession rules.
Because banks must follow their own institutional policies and federal anti‑fraud and AML rules, they typically require both:
- government-certified public records from DCCA (Certificate of Status and certified Articles), and
- internal LLC documents or court-issued probate papers showing who legally controls or owns the membership interest after death.
If the member died — practical steps to get the bank to recognize your authority
Here is a common workflow families use in Hawaii. Use it as a guide, but check bank-specific requirements early.
- Obtain a certified death certificate for the deceased member from the vital records office.
- From DCCA / Hawaii Business Express, order a Certificate of Status (good standing) and a certified copy of the Articles of Organization and any filed amendments. See: https://cca.hawaii.gov/breg/ and https://hbe.ehawaii.gov/.
- Gather the LLC’s internal documents: the operating agreement, membership ledger, member certificates, minutes, and any assignment or transfer instruments.
- If the operating agreement names a successor or transfer procedure, follow it and present the outcome plus the documents to the bank.
- If there is no clear successor provision, consult probate procedures. Often the estate’s personal representative must be appointed by the probate court. Obtain Letters Testamentary or Letters of Administration from the Hawaii courts. See: https://www.courts.state.hi.us/self-help/probate.
- Take the certified public records, internal documents, death certificate, and probate letters (if any) to the bank. Ask the bank in advance what specific certified documents they require and whether they require original certified copies or will accept notarized copies.
- After the bank recognizes the new authorized person, update the LLC’s records: amend membership ledger, issue new member certificate if applicable, and consider filing an amendment with DCCA if membership changed and your company wants the public record updated.
Common problems and how to avoid them
- If the operating agreement is missing or unsigned: the bank will likely require probate proof (letters) showing the estate representative’s authority.
- If the Articles of Organization do not list members (common): don’t rely on them alone. Provide the operating agreement or membership ledger.
- If the bank refuses to accept probate letters: ask what alternative evidence they will accept. Some banks have internal forms (an owner-certification or affidavit) that they require.
- If multiple family members claim ownership: secure a court order or a probate appointment to avoid disputes.
Relevant Hawaii resources and statutes
Useful official sites:
- Hawaii DCCA Business Registration Division (forms, certified copies, Certificates of Status): https://cca.hawaii.gov/breg/
- Hawaii Business Express (online filing and entity search): https://hbe.ehawaii.gov/
- Hawaii Judiciary — probate self-help and forms: https://www.courts.state.hi.us/self-help/probate
- Hawaii Revised Statutes — Limited Liability Companies (Chapter 428): https://www.capitol.hawaii.gov/hrscurrent/Vol10_Ch0421-0456/HRS0428/ (statutory rules on LLC formation, rights of members, and related topics)
Reviewing the LLC chapter of the Hawaii Revised Statutes can help you understand member rights and transfers; the DCCA pages explain how to obtain certified documents. Banks may rely on statutory mechanics (for example, how memberships transfer on death) plus their own internal policies.
Helpful hints
- Call the bank first and ask for a list of required documents — every bank has slightly different procedures.
- Ask whether the bank needs original certified documents (issued by DCCA or the court) or if they accept certified photocopies or documents with an apostille or notary.
- Get certified copies from DCCA/Hawaii Business Express rather than relying on unsigned photocopies of formation documents.
- If the LLC has an operating agreement, locate the original signed version. If you can’t find it, a notarized affidavit from a long-serving officer or manager describing membership history may help temporarily, but many banks want stronger proof.
- If you expect to inherit the LLC interest, consider opening a probate or estate action promptly so you can obtain Letters Testamentary or Administration if the bank insists on court appointment.
- When in doubt about probate or estate steps, consult a probate attorney to avoid mistakes that could delay access to funds or transfer of the business interest.