Detailed Answer

This section explains, under Maine practice, what documents from the Secretary of State and other sources are most useful when a bank asks you to prove a family member was the sole member (owner) of a Maine limited liability company (LLC). This is general information only and not legal advice.

What the Maine Secretary of State (SOS) can and cannot show

The Maine SOS maintains public business records such as the LLC’s formation filing (Certificate of Formation or Articles of Organization), amendments, and annual reports. You can search business records and order certified copies or certificates of status from the Maine Secretary of State business services pages: Maine Secretary of State — Corporations.

Typical SOS records that banks accept or request:

• Certified copy of the Certificate of Formation / Articles of Organization: The original formation document filed with the SOS. This confirms the LLC existed and the date it was formed.
• Certificate of Existence / Certificate of Good Standing (if available): A status certificate from the SOS confirming the LLC is/recently was an active entity in Maine.
• Certified copies of any amendments: If ownership or management structure was amended publicly, the amendment filings will show that.
• Certified copies of filed annual reports: Some annual reports show managers or registered agents; however, many states do not require listing members on public filings.

Important limitation: Most states — including Maine — do not require LLCs to list all members on SOS formation documents. The SOS filing often does not identify the LLC’s members or their percentage ownership. That ownership information is generally kept in the LLC’s internal records (operating agreement, membership ledger) and is not filed with the state. For Maine LLC law, see the Maine LLC statutes (Title 31‑B): Maine Revised Statutes, Title 31-B (Limited Liability Company Act).

Documents banks commonly require to prove sole membership after the member’s death

Because SOS records often don’t list members, banks typically ask for a combination of the following documents. The exact list varies by bank and transaction type (closing an account, transferring funds, accessing safe deposit boxes, etc.).

1. Certified SOS formation documents — certified copies of the Certificate of Formation/Articles of Organization and any amendments. Order these from the Maine SOS website linked above.
2. Certified copy of the operating agreement — the LLC’s internal operating agreement, which usually identifies members and percentage ownership. This is often the single best proof that one person was the sole member.
3. Membership ledger or membership certificates — if the LLC kept a membership ledger or issued membership certificates, these show ownership.
4. Death certificate — a certified copy of the deceased member’s death certificate.
5. Probate papers (letters testamentary or letters of administration) — if the deceased’s ownership interest passed through probate, banks will usually require the personal representative’s letters showing authority to handle estate assets.
6. Small estate affidavit or statutory successor documents — in some cases a small‑estate affidavit or analogous statutory form allows transfer without full probate. Whether this applies depends on Maine probate rules and the dollar value of the estate.
7. Affidavit of sole member / affidavit of successor — a sworn affidavit describing the ownership facts (signed by the personal representative or heir) can help, especially when combined with other documents.
8. EIN, bank signature cards, and past bank statements — these internal business documents can show who was signing for the LLC and who controlled its accounts.

Typical process to present documents to the bank

1. Search the Maine SOS business database and order certified copies of formation documents and any amendments: Maine Secretary of State — Corporations.
2. Collect internal LLC records: operating agreement, membership ledger, past bank account signature cards, and IRS EIN documentation.
3. Obtain a certified death certificate for the deceased member from the vital records office.
4. If required, open probate and obtain letters testamentary/administration or use Maine small‑estate procedures where applicable; contact the probate court in the county where the deceased lived.
5. Prepare an affidavit or a resolution (if you are the personal representative) stating the deceased was the sole member and describing the requested bank action. A bank may have its own affidavit form.
6. Present the certified SOS documents plus the estate/probate documents and internal LLC records to the bank. Expect the bank to take copies and possibly require notarization or certified originals.

When the bank still needs more proof

If SOS documents and the operating agreement are inconsistent or missing, the bank may require a court order directing the bank to release funds or change account ownership. In that case, the probate court can issue an order recognizing the personal representative’s authority to act for the estate and for the LLC interest. For questions about how Maine law treats transfer of a deceased member’s LLC interest, consult Maine’s LLC statutes: Maine Revised Statutes, Title 31-B.

Bottom line: The Secretary of State can provide certified formation documents and status certificates, but proof that a person was the sole member usually requires internal LLC records (operating agreement or membership ledger) and probate documents (death certificate, letters testamentary, or a small estate affidavit). Banks set their own documentation policies, so expect to provide a combination of SOS-certified filings and estate/LLC internal records.

Disclaimer: This article is for general informational purposes only and is not legal advice. For help applying these general principles to your situation, consult a Maine attorney or the probate court.

Helpful Hints

• Contact the bank first and ask for a written list of the documents they will accept. Banks vary widely in requirements.
• Order certified copies from the Maine Secretary of State rather than plain photocopies. Certified documents carry more weight with banks. See: Maine Secretary of State — Corporations.
• Locate the operating agreement and membership ledger before contacting the bank. These internal records often resolve ownership questions quickly.
• Get multiple certified death certificates. Banks, the probate court, and other institutions frequently each require originals.
• If the estate is small, ask a probate clerk about Maine’s small estate procedures to see if those will avoid a full probate administration.
• If the LLC is manager‑managed and the manager is alive, banks may accept a manager’s resolution. If the manager is the deceased, focus on probate documents establishing who steps into the deceased’s role.
• When in doubt, consult a Maine probate or business attorney. An attorney can prepare the affidavits or court pleadings that banks often require.
• Keep copies of every certified document and notarized affidavit you provide to the bank.