How to prove a family member was the sole member of his Louisiana LLC: what to get from the Secretary of State
Detailed answer
If you need to show a bank that a family member was the sole member (owner) of a Louisiana limited liability company (LLC), understand two basic points up front:
- Files the Louisiana Secretary of State maintains are limited to what the LLC filed publicly (for example, the Articles of Organization and any filed amendments or statements of authority).
- Member ownership and internal agreements are usually private documents of the LLC (for example, an operating agreement). Because those are not always part of the Secretary of State public record, banks often ask for a combination of Secretary of State certified filings plus internal LLC documents and tax or probate documents to prove sole ownership.
Typical documents the bank may accept (and how to get them):
- Certified copy of the Articles of Organization (or Certificate of Formation) — This is the document the LLC filed with the Louisiana Secretary of State to create the LLC. It shows the filing date and the legal name of the LLC. You can order a certified copy from the Secretary of State’s office. See Louisiana Secretary of State business services: https://www.sos.la.gov/BusinessServices/Pages/default.aspx
- Certified copies of any filed amendments or statements of authority — If the LLC filed an amendment that added or removed members, or a statement of authority identifying who may act for the LLC, those filed documents should be provided. Order certified copies from the Secretary of State record request system listed above.
- Certificate of Status (Certificate of Existence or Certificate of Good Standing) — This certificate shows the LLC is active and in good standing with the Secretary of State at the time of issuance. Banks commonly require a recent certificate (usually within 30–90 days). You can request a certificate from the Secretary of State’s office.
- Operating Agreement or Unanimous Written Consent — These are internal LLC records that most states do not file. If the LLC is single-member, the operating agreement or a written statement signed by the member that identifies that person as the sole member is strong proof of sole ownership. Because the Secretary of State won’t have this unless it was voluntarily filed, you’ll need to produce it from the LLC’s records.
- IRS documentation (EIN letter, Form SS-4 or IRS CP 575) — The IRS EIN issuance letter often shows the name of the responsible party and the LLC’s tax status. Banks frequently ask for the EIN confirmation as part of identity/ownership proof.
- If the member is deceased: death certificate plus probate/succession documents — In Louisiana, property and membership interests often pass via succession (probate). A bank will typically require a certified death certificate plus either a judgment of possession in a succession, letters testamentary/administration (if issued), or a court order allocating the decedent’s LLC interest to an heir or legatee. These documents come from the probate/succession court, not the Secretary of State. If the deceased member’s name appears in the Secretary of State’s filings as the member or manager, include certified copies of those filings alongside the succession paperwork.
Why the Secretary of State documents alone are sometimes not enough
The Secretary of State’s public record usually identifies the LLC and its agent for service of process, and it shows filed statements or amendments the LLC chose to make public. However, many states (including Louisiana in practice) do not require public filings to list each member of an LLC. Because of that, the SOS record often will not show who the members are. For that reason a bank typically asks for both SOS certified filings and internal LLC documents or court succession papers that directly identify the sole member.
How to order the right Secretary of State paperwork
- Search the Louisiana Secretary of State business database for the LLC name to find the entity’s file number and available filings (start at: https://www.sos.la.gov/BusinessServices/Pages/default.aspx).
- Order certified copies of the Articles of Organization and any amendments or statements of authority listed in the file.
- Order a Certificate of Status (also called Certificate of Existence or Good Standing) showing the LLC’s active status as of the request date.
- If the bank specifically requests a “certified copy” or “certified certificate,” make sure to request the certified version; plain online printouts usually do not satisfy banks.
If the Secretary of State filings do not name members, bring supplementary proof:
- Certified operating agreement or an affidavit from the LLC’s manager/member stating the membership structure;
- IRS EIN confirmation;
- If the member died, certified death certificate and certified probate/succession judgment or letters showing who inherited the membership interest.
When a bank still says it needs more
Banks have internal policies and federal anti-money‑laundering rules that make them cautious. If a bank refuses to accept Secretary of State certified filings alone, ask it in writing which specific document(s) it requires. If the LLC is single-member but the SOS record does not list members, the bank often will accept a combination of certified Articles of Organization, a notarized operating agreement showing the sole member, and the EIN letter.
When to get legal help
If the membership is disputed, the member died and succession issues exist, or the bank insists on court documents, consult a Louisiana attorney who handles business succession or probate (succession) matters. An attorney can obtain a court judgment or succession documents that clear title to the membership interest.
Important reminder: this article explains common practice and practical steps under Louisiana procedure. It does not replace legal advice for your specific facts.
Helpful Hints
- Start with the Secretary of State business search page: https://www.sos.la.gov/BusinessServices/Pages/default.aspx — find the LLC file number before ordering certified documents.
- Order certified copies, not screenshots. Banks usually require an embossed or specially marked certified copy from the Secretary of State.
- Get a recent Certificate of Status (usually dated within 30–90 days) if the bank requests it.
- Bring the LLC’s operating agreement or a notarized affidavit from the member showing sole ownership whenever possible—these internal documents often settle the question faster than SOS filings alone.
- If the member has passed away, bring the certified death certificate plus the succession (probate) documents or court judgment that allocates the decedent’s estate. In Louisiana, succession documents are essential to prove a transfer of ownership.
- Ask the bank for a written list of required documents. That prevents unnecessary trips and extra fees for certified copies you don’t need.
- If you need the Secretary of State to certify copies you already have (for example, a filed amendment), check the SOS page for record request procedures and fee schedule.
- If the bank still refuses your documents and you believe you have the correct records, consider consulting a Louisiana attorney experienced in business succession or commercial matters for next steps.
Disclaimer: This is general information about Louisiana practice and is not legal advice. Every situation is different. For advice specific to your circumstances, consult a licensed Louisiana attorney.