What Iowa Secretary of State Documents Prove an LLC Had a Sole Member? | Iowa Probate | FastCounsel
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What Iowa Secretary of State Documents Prove an LLC Had a Sole Member?

Confirming an Iowa LLC’s Sole-Member Status: Paperwork to Show a Bank

Detailed Answer

When a bank asks you to prove that a family member was the sole member of their Iowa limited liability company (LLC), the bank is looking for official, verifiable documents that show the LLC’s formation, current standing, ownership, and—if the member is deceased—who has legal authority to act for the member or the LLC. Below is a plain-language guide to the key documents you should collect, where to get them, and when each is needed.

1. Documents filed with the Iowa Secretary of State

  • Certificate of Organization (formation document) — This is the document filed when the LLC was formed. It proves the LLC exists. In Iowa the Secretary of State maintains formation filings and records for business entities; request a certified copy or a certified filing history if the bank wants official state copies. (Iowa Secretary of State business information: https://sos.iowa.gov/business/)
  • Certificate of Existence / Good Standing — Also called a Certificate of Good Standing. Banks often accept a current certificate from the Iowa Secretary of State as proof the LLC is active and in state records. Request a certified certificate directly from the SOS office or via the SOS website.
  • Filed amendments — If the LLC ever filed amendments that add or remove members, or changed the operating agreement or organizer information, certified copies of those filings help show the current membership status.

2. Internal company documents the bank will usually ask for

  • Operating Agreement (signed copy) — Most banks want to see the LLC’s operating agreement. The operating agreement often names members and their ownership percentages. If the operating agreement identifies a single member, this is strong proof of sole ownership. If the operating agreement is not filed with the state, provide a certified or notarized copy.
  • Membership ledger or member resolution — Some LLCs keep a membership ledger or special resolutions that confirm members and membership transfers.
  • Minutes or written consents — Any signed minutes or consents that show action taken by the sole member (or that no other member exists) strengthen the claim.

3. If the family member is deceased: estate and authority documents

If the bank’s request follows the member’s death, the bank typically needs both proof that the deceased was the sole member and proof that the person seeking account access has legal authority to act. Documents that commonly satisfy banks include:

  • Certified death certificate — Proves the person died.
  • Letters testamentary or letters of administration / appointment of personal representative — Issued by an Iowa probate court, these documents show who has authority to administer the decedent’s estate and control estate assets, including the decedent’s membership interest in the LLC.
  • Probate court order transferring the membership interest — If the probate court resolved the LLC interest to a beneficiary or to the estate, provide the certified order.
  • Small estate affidavit (if applicable) — Iowa has procedures for small estates; a properly completed statutory affidavit may be enough for some banks, but banks vary on acceptance.
  • Assignment or transfer documents — If the operating agreement or probate process transferred the membership interest (for example, by will or by beneficiary designation), provide the recorded assignment or written transfer.

4. What banks typically accept (and what they sometimes require)

Many banks will accept one or more of the following combinations:

  • Certified Certificate of Organization or certified filing history from the Iowa Secretary of State + a signed operating agreement showing a single member.
  • Certificate of Good Standing (from the Iowa SOS) + notarized operating agreement + government ID of the person requesting access.
  • If the member is deceased: certified death certificate + letters testamentary/administration or probate court order + the documents above showing the LLC’s structure.

Note: Some banks require original certified copies (issued by the Secretary of State or the probate court) rather than photocopies. Others may accept notarized copies or bank-specific forms. Policies differ by institution and even by branch.

5. Where to get the Iowa Secretary of State materials

Request certified copies, certificates of existence, and filing histories from the Iowa Secretary of State’s Business Services division. The official landing page is: https://sos.iowa.gov/business/ . If you need a certified copy of the Certificate of Organization or a Certificate of Good Standing, use the forms and instructions on that site or call the SOS for guidance.

6. Governing law

Iowa’s LLC statutes govern formation, membership interests, and transfers. For reference, see the Iowa Code provisions that address limited liability companies and member interests under the Iowa Code (see the Iowa Code and related chapters via the Iowa Legislature website): https://www.legis.iowa.gov/law/iowaCode. These statutes describe general rules about formation, records, and member rights; exact procedures for probate and transfer of membership interests also follow Iowa probate law and the decedent’s estate proceedings.

7. Practical checklist to present to the bank

  1. Certified Certificate of Organization (from the Iowa Secretary of State)
  2. Current Certificate of Existence/Good Standing (from the Iowa Secretary of State)
  3. Signed operating agreement showing the sole member (notarized copy if you must)
  4. Any amendments or member resolutions affecting ownership
  5. If the member is deceased: certified death certificate + letters testamentary/administration or probate order + estate/transfer documents
  6. Photo ID for the person requesting access

Helpful Hints

  • Call the bank first and ask exactly which documents they require and whether they need originals, certified copies, or notarized copies. Banks’ requirements vary.
  • Get certified copies from the Iowa Secretary of State rather than a plain photocopy—banks usually trust certified state-issued documents.
  • If the operating agreement is missing or incomplete, ask the bank whether a notarized affidavit from the next of kin plus the SOS records would suffice.
  • If the LLC member is deceased, expect to work with the probate court. Banks will often require court-issued letters or orders to transfer control of a membership interest or to access business accounts.
  • Keep a complete paper trail: certified SOS documents, the original or a certified operating agreement, and any probate documents. That minimizes delays.
  • When in doubt, consult a licensed Iowa attorney who handles probate or business law. An attorney can request certified documents, prepare affidavits, and, if needed, petition probate court for the necessary authority.
  • Don’t send original documents by mail unless required—ask the bank whether certified copies are enough. If you must mail originals, use tracked, insured shipping.

Disclaimer: This article explains general principles under Iowa law and common bank practices. It is educational only and not legal advice. For legal advice about a specific situation, contact a licensed Iowa attorney.

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.