Kansas — What Secretary of State Paperwork Will a Bank Accept to Confirm a Deceased Family Member Was the Sole Member of an LLC? | Kansas Probate | FastCounsel
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Kansas — What Secretary of State Paperwork Will a Bank Accept to Confirm a Deceased Family Member Was the Sole Member of an LLC?

How to prove a Kansas LLC had a single member: what Secretary of State paperwork banks accept

This FAQ explains, under Kansas law, which Secretary of State (SOS) filings and related documents banks commonly accept when you need to show that a family member was the sole member of their Kansas limited liability company (LLC). This is general information only and is not legal advice.

Short answer

Banks will often want a combination of (1) an official Certificate of Existence (sometimes called a Certificate of Good Standing) or certified copies of the LLC’s Articles/Certificate of Organization on file with the Kansas Secretary of State, and (2) internal LLC documents that actually identify members, most commonly the signed Operating Agreement. If the sole member has died, the bank typically also requires proof of the member’s death plus the estate or court documents (for example, Letters Testamentary or Letters of Administration) showing who can act for the estate or the LLC. Important: Kansas SOS business filings rarely list member names, so SOS records alone usually do not prove sole membership.

Why the Secretary of State records alone usually aren’t enough

Kansas public LLC filings (what you file with the Secretary of State) typically show the entity’s name, registered agent, and the filing history. They rarely list owners or members. That means a bank cannot reliably confirm a person was the sole member from SOS records alone. To determine membership, you need the LLC’s internal documents or probate/court documents that show a transfer or the executor’s authority.

For the Kansas Uniform Limited Liability Company Act (the statutes that govern LLCs in Kansas), see references to the LLC Act (K.S.A. chapter 17, article 76) on the Kansas Secretary of State and Kansas legislative resources. For business filing guidance, see the Kansas Secretary of State business pages: https://sos.ks.gov/business.

Documents to request from the Kansas Secretary of State

  • Certificate of Existence / Certificate of Good Standing (certified): This shows the LLC is (or was) an active Kansas entity in good standing and lists filing status. Banks accept this as an official SOS document. Request a certified copy from the Kansas Secretary of State office: https://sos.ks.gov/business.
  • Certified copy of the Articles (Certificate of Organization) and any filed amendments: These are the documents originally filed to create the LLC and any later filings that changed the company’s structure. While they don’t usually list members, they confirm formation date, registered agent, and any structural changes recorded with the SOS.
  • Filing history printout (entity detail): This shows all filings the LLC made with the SOS (formation, annual reports, amendments). It helps show whether there were filings that transferred ownership or changed member/manager structure.

Internal and estate documents banks typically require (because SOS records alone are usually insufficient)

To actually prove who the sole member was, bring copies (certified or notarized as requested by the bank) of:

  • Operating Agreement: This is the primary internal document that lists members and membership percentages. A signed single‑member operating agreement stating the deceased was the sole member is strong proof.
  • Membership ledger or membership certificates (if any): If the LLC used certificates or kept a ledger recording members, these are direct evidence of ownership.
  • IRS documents: The EIN confirmation letter (CP 575) or IRS correspondence that names the member or responsible party can help corroborate identity and ownership. See IRS guidance on EINs: https://www.irs.gov/.
  • If the member died: a certified death certificate plus probate documents establishing who is authorized to act — typically Letters Testamentary or Letters of Administration issued by a Kansas court — or a certified copy of the will if the bank accepts it. These documents prove who controls the deceased member’s estate and therefore who can access the LLC’s accounts or transfer membership interests.
  • If ownership passed by trust or contract: Provide the trust documents or assignment/transfer documents showing the new owner or successor.
  • LLC resolution or banking authorization: If the LLC had a written resolution that named who can sign or withdraw funds, banks will want that.

Typical document packages banks ask for in practice

While requirements vary by bank, a common package to present is:

  1. Certified Certificate of Existence from the Kansas Secretary of State.
  2. Certified copy of Articles/Certificate of Organization and any amendments on file with the SOS.
  3. Signed Operating Agreement showing the deceased as sole member.
  4. Certified death certificate for the member (if deceased).
  5. Letters Testamentary or Letters of Administration from the probate court (if the estate is open) or other court order naming the person authorized to act for the estate or entity.
  6. Personal identification for the person attempting to access accounts and any bank signature cards or affidavits the bank requires.

If the operating agreement cannot be found

If you cannot find an operating agreement, consider these steps:

  • Ask the deceased member’s personal records, lawyer, or accountant for copies.
  • Request certified filings from the Kansas Secretary of State to confirm the LLC’s existence and filings.
  • Obtain probate court documents that show who inherited the member’s interest. In many situations, the probate court (via Letters Testamentary) will give the executor authority to handle the LLC interest and the bank will accept that.
  • If there is no probate because of a small estate or transfer-on-death arrangement, ask the bank what substitute evidence it will accept. Banks have internal policies and can sometimes accept alternative documentation.

How to get certified SOS documents in Kansas

Use the Kansas Secretary of State’s business services to order certified copies and certificates of existence. The Kansas SOS site provides the business entity search and ordering information: https://sos.ks.gov/business. If you need a certified copy of a filed document, request it through the SOS portal or by contacting their business filings unit directly.

Relevant Kansas law (overview)

Kansas follows the Uniform Limited Liability Company Act framework in its statutes governing LLC formation, filings, and member rights. Those statutes govern what must be filed with the Secretary of State (formation documents, registered agent, amendments) but do not require public filings to list members. For official filing requirements and statute references, see the Kansas Secretary of State business pages: https://sos.ks.gov/business. For detailed statutory text about Kansas LLCs, consult the Kansas legislative resources for the LLC act (K.S.A. chapter 17, article 76).

Helpful hints — what to do next

  • Start with the bank: ask exactly what documents they will accept and whether they require originals, certified copies, or notarized documents.
  • Order a certified Certificate of Existence and certified copies of Articles/Amendments from the Kansas Secretary of State.
  • Search the deceased’s files for the Operating Agreement, member certificates, and EIN documentation.
  • If the member died, contact the probate court in the county where the decedent lived to open an estate, or obtain Letters Testamentary/Administration. Banks most often accept those court documents as proof of authority.
  • If you are the executor or administrator, bring court-issued letters plus personal ID and the bank’s forms; if you are a transferee under a trust, bring certified trust documents and trustee proof.
  • If the bank still refuses access, ask in writing for the bank’s written policy and what specific legal authority they require; that helps your attorney or the probate court address the issue.

Disclaimer

This article is for informational purposes only and does not constitute legal advice. It is not a substitute for advice from a licensed attorney. Laws and bank policies change. For help with a specific situation—especially probate or transferring ownership—contact a Kansas attorney or the Kansas Secretary of State’s business filings office.

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.