Indiana — What Secretary of State Paperwork Banks Accept to Confirm a Deceased Family Member Was the Sole Member of an LLC | Indiana Probate | FastCounsel
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Indiana — What Secretary of State Paperwork Banks Accept to Confirm a Deceased Family Member Was the Sole Member of an LLC

How to use Indiana Secretary of State records to prove a family member was the sole member of an LLC

This FAQ-style article explains what Secretary of State (SOS) documents are available in Indiana, what banks commonly accept, and practical next steps when a family member who owned a single‑member LLC has died. This is general information only and not legal advice.

Detailed answer — what the SOS can show and what banks usually require

Short answer: Indiana SOS records can provide certified copies of an LLC’s formation documents (Articles of Organization/Certificate of Organization), filed amendments, and a Certificate of Existence (often called a Certificate of Good Standing). Those documents show the LLC’s legal existence and registered agent, but they usually do not show member ownership or whether someone was the sole member. To satisfy a bank after the owner’s death, you typically will need SOS-certified entity documents plus probate or estate documents (for example, letters testamentary or letters of administration) or an operating agreement or affidavit that proves the decedent was the sole member and how the membership interest transfers.

What you can get from the Indiana Secretary of State

  • Certified copy of the Articles of Organization (the document filed to form the LLC). This shows formation details and the filing history.
  • Filed amendments or other filings on record (these may reflect changes to management structure or registered agent).
  • Certificate of Existence / Good Standing (confirms the LLC is or was in good standing with the state at a given date).
  • Public record of the entity name, status (active, dissolved, etc.), and registered agent information.

How to access these: use the Indiana business portal (INBiz) or the SOS business services pages to search the entity and order certified documents.

Official SOS/INBiz pages (search and order certified documents):

Why SOS records alone may not be enough

Indiana SOS records typically do not list LLC members. The Articles of Organization rarely include member names. Ownership of membership interests is generally an internal matter determined by the LLC’s operating agreement and by applicable law about transfers on death. Because of this, a bank that holds an LLC bank account will commonly want evidence that you control or are authorized to access the account after the member’s death:

  • Certified death certificate for the decedent.
  • Certified articles or Certificate of Existence from the SOS to prove the LLC exists(d) and to match the account name.
  • Copy of the LLC Operating Agreement showing that the decedent was the sole member and the rules for transfer on death (if the operating agreement states the member was sole owner or describes succession).
  • Probate documents: letters testamentary, letters of administration, or a court order appointing a personal representative (these prove estate authority to act on behalf of the decedent’s assets).
  • If there was no probate or the LLC’s operating agreement provides a specific successor, a sworn affidavit of successor or a small‑estate affidavit (where permitted) may be used. Banks vary widely on acceptance.

Practical examples of common bank requirements

Common sets of documents banks ask for when the LLC owner dies:

  • Certified copy of the Articles of Organization for the LLC (from the Indiana SOS).
  • Certificate of Existence / Good Standing from the Indiana SOS (certified).
  • Certified death certificate for the deceased member.
  • Letters testamentary or letters of administration issued by the probate court naming the personal representative.
  • Copy of the Operating Agreement showing the decedent was the sole member, or a notarized affidavit of sole membership signed by the personal representative or successor under the operating agreement.

If the LLC was a true single‑member LLC, some banks will allow the personal representative of the decedent’s estate to assert control and provide the bank with probate letters. Other banks may require a court order directing transfer of the LLC interest or may require the LLC to be administratively transferred pursuant to the operating agreement.

When you can rely mainly on SOS documents

If your goal is only to show that the LLC existed and the account name matched the decedent’s LLC, SOS-certified documents plus a death certificate may satisfy some banks for closing or freezing an account. But to obtain funds or to change ownership, banks almost always want the probate or estate paperwork or an explicit written successor designation in the LLC’s operating agreement.

Relevant Indiana law to consider

Indiana’s LLC statutes are found in Title 23 of the Indiana Code. These statutes govern formation, member rights, and how membership interests transfer. See the state code for the text of the rules that may affect transfer on death and member rights: Indiana Code, Title 23 — Business Organizations. For specific provisions governing limited liability companies, look under the LLC chapters within Title 23.

Helpful hints — steps to take and practical tips

  1. Search the Indiana business database: Use INBiz or the SOS business search to find the LLC and note its exact legal name and current status. This helps match bank records. (INBiz)
  2. Order certified SOS documents: Request a certified copy of the Articles of Organization and a Certificate of Existence (Good Standing). Certified copies are stronger than photocopies for banks.
  3. Get a certified death certificate: Obtain multiple certified copies from the vital records office. Banks require originals or certified copies, not photocopies.
  4. Locate the Operating Agreement: If the LLC had a written operating agreement that names the member(s) and sets out transfer on death, bring it to the bank (even if it was not filed with the SOS).
  5. Be ready to show probate paperwork: If the decedent left a will, get letters testamentary. If no will, get letters of administration. Banks often refuse to release funds without these documents.
  6. Talk to the bank early: Each bank has its own policy. Before spending time or money on documents, ask the bank’s estate or fraud department what they require in your situation.
  7. Consider an affidavit or assignment: If the operating agreement or state law allows a transferred interest, a notarized affidavit of sole member or an assignment signed by the decedent’s personal representative may help. Banks differ on acceptance.
  8. Get legal help for complicated cases: If the bank resists or the estate is contested, consult a probate or business lawyer. They can obtain court orders or prepare required affidavits and filings.

Sample contact checklist for the bank

  • Certified Articles of Organization (SOS)
  • Certificate of Existence (SOS)
  • Certified death certificate
  • Letters testamentary / letters of administration (probate court)
  • Operating Agreement or written proof of sole membership
  • Personal identification for the person making the request

Keep multiple certified copies of SOS documents and multiple certified death certificates so you can supply originals to the bank and retain spares for other institutions or government offices.

Disclaimer: This information is for general educational purposes and does not constitute legal advice. Laws vary by situation and change over time. For advice about a specific situation, contact a lawyer or probate attorney licensed in Indiana.

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.