How to show a bank that a deceased family member was the sole member of their LLC (Kentucky)
Short answer
From the Kentucky Secretary of State you should obtain a certified copy of the LLC’s Articles of Organization (formation document) and a Certificate of Existence (often called a Certificate of Good Standing). If the Articles do not list members, get certified copies of any filed amendments or statements of change that do list the member. Combine those certified Secretary of State records with the LLC’s operating agreement (if available) and the decedent’s death certificate. The bank will usually also require proof of authority to act for the estate (letters testamentary or letters of administration) from the probate court.
Detailed answer — what to get from the Kentucky Secretary of State and why
1. Certified copy of the Articles of Organization (formation document)
The Articles of Organization are the document filed with the Kentucky Secretary of State when the LLC was formed. A certified copy from the Secretary of State bears an official stamp and confirms the company’s existence and the filed contents of the articles as of the filing date. Some Articles list initial members or managers; some do not. Request a certified copy to show the bank the company’s original filing. You can order certified copies via the Kentucky Secretary of State business services: https://www.sos.ky.gov/business/.
2. Certificate of Existence / Certificate of Good Standing
This certificate is a short, official document issued by the Secretary of State that confirms the LLC exists under Kentucky law and that the business is authorized to do business in the Commonwealth as of the certificate date. Banks accept it as an official record confirming the company’s registration status. Order it from the Secretary of State business page: https://www.sos.ky.gov/business/.
3. Certified copies of any filed amendments or statements of change
If the LLC ever filed an amendment to the Articles or a statement of change with the Secretary of State that lists member names (or shows a membership change), get certified copies of those filings. These appear in the Secretary of State’s filing records and can show that one person was the sole member at a particular time.
4. Filed annual or other public reports (if applicable)
Some LLCs file annual reports or other public filings that include manager or member information. Ask the Secretary of State for certified copies of these filings if they exist for the LLC in question.
5. What the Secretary of State usually will not have
The Secretary of State generally does not retain private documents like the LLC’s operating agreement unless that agreement was specifically filed. Many operating agreements are kept only by the members or the LLC. If the Articles do not list members, the operating agreement or other internal records (e.g., membership ledger, meeting minutes) will be essential to show sole ownership, but you normally obtain these from the LLC records or the personal papers of the deceased member—not the Secretary of State.
6. Probate / authority documents you will likely need
If the LLC’s member is deceased, a bank typically requires proof both of the member’s ownership and of your authority to act for the decedent’s estate or on behalf of the LLC interest. Documents commonly required by banks:
- Certified copy of the decedent’s death certificate.
- Letters testamentary or letters of administration issued by the probate court showing the person appointed to administer the estate (this proves authority to transfer or access assets). See Kentucky Court of Justice probate information: https://kycourts.gov/.
- If the LLC’s operating agreement has a specific transfer-on-death or survivor provision, a certified copy of that agreement or the relevant signed pages showing that the decedent was sole member and what happens on death.
- A certified copy of a court order if the membership was transferred by court proceeding (for example, in an estate administration).
7. How banks use these documents
Banks treat Secretary of State certified documents as proof of the LLC’s public records. If the Articles or an amendment lists the decedent as the sole member, that goes a long way toward proving sole membership. If the public record does not show membership, banks will rely on internal LLC records (operating agreement, membership ledger) and proof of authority from probate to make decisions about account access or transfer of ownership.
8. Practical checklist — documents to gather
- Certified copy of Articles of Organization (from Kentucky SOS).
- Certified copy of any amendments or statements of change filed with SOS that identify members.
- Certificate of Existence / Good Standing from Kentucky SOS.
- Operating agreement and any membership ledger or written assignments (from the LLC records).
- Certified death certificate for the member.
- Letters testamentary or letters of administration from the county probate court showing authority to act for the estate.
- Any court orders or probate documents that transfer the membership interest.
9. Where to get certified Kentucky Secretary of State records
Visit the Kentucky Secretary of State’s business services pages to search the business records and order certified copies and certificates: https://www.sos.ky.gov/business/. You can also call the office or use the online ordering options shown on that site.
10. Kentucky law references
Kentucky’s laws governing limited liability companies are in the Kentucky Revised Statutes under the limited liability company chapters. You can read the LLC statutes and related provisions on the Kentucky Legislature website (search for the Kentucky Limited Liability Company Act on the legislature site): https://apps.legislature.ky.gov/. For official Secretary of State filing options and how to obtain certified copies: https://www.sos.ky.gov/business/. For probate procedures needed to obtain letters testamentary or letters of administration (authority to act for a decedent’s estate), see the Kentucky Court of Justice resources: https://kycourts.gov/.
Helpful Hints
- Call the bank first. Banks have different internal rules. Ask exactly what documents they require to permit account access or to transfer account ownership.
- Order certified copies. Banks often refuse uncertified photocopies. Ask for certified (stamped) copies from the Secretary of State and the probate court.
- If Articles don’t show membership, gather the operating agreement and membership records early. Those internal documents commonly resolve ownership questions.
- Get the death certificate and probate letters early. Without proof of authority to act for the estate, a bank may refuse to permit transfers or withdrawals even if you can show the decedent was the sole member.
- Consider a short conversation with the county probate clerk. They can explain how to open a probate case or obtain letters of administration in that county.
- If the LLC was small and there is no probate opened, ask the bank whether a small-estate affidavit is acceptable. Kentucky has procedures for smaller estates; the bank decides whether to accept them.
- Keep copies of all certified documents and a clear list of who has authority to sign on behalf of the estate or the LLC going forward.