How to prove a deceased family member was the sole member of their Massachusetts LLC

Detailed answer

When a bank asks you to confirm that a deceased loved one was the sole member of a Massachusetts limited liability company (LLC), the bank will usually want a combination of public filings from the Secretary of the Commonwealth and private documents that show membership or transfer of ownership. Below is what the Secretary of the Commonwealth (the Massachusetts office that handles LLC filings) can provide, what those documents usually show, and what else banks commonly require.

Secretary of the Commonwealth filings that help

• Certificate of Organization (Articles of Organization) — the document the LLC filed to form in Massachusetts. The corporate record proves the LLC existed and the formation date. You can search and order certified copies via the Massachusetts business search: corp.sec.state.ma.us. Note: the Certificate of Organization often does not list all members, because state formation forms may name managers or organizers but do not always require the full membership list.
• Annual reports and public entity record — the Secretary’s online record will show filed annual reports and certain updates. These filings can show current listed managers or registered agents and the entity’s active/inactive status. They rarely provide a full membership ledger, but they help confirm the entity’s public history. Search at: Massachusetts entity search.
• Certified copies / certificate of good standing — you can request certified copies of filed documents or a certificate of good standing (sometimes called a certificate of legal existence) from the Secretary. A certified Certificate of Organization and a certified statement of good standing prove the LLC existed under state law and whether it was active when the member died.

Limitations of Secretary filings

Massachusetts public filings often do not list every member of an LLC. The state’s Limited Liability Company Act governs formation and filings; it creates the public record but does not force disclosure of private membership ledgers. See the Massachusetts Limited Liability Company Act: M.G.L. Chapter 156C.

What banks commonly require in addition to Secretary filings

Because the Secretary’s records may not show a full membership list, banks frequently ask for one or more of the following private documents to confirm someone was the sole member:

• Certified death certificate for the deceased member.
• Operating agreement (the LLC’s internal governing document). The operating agreement often names the members and their ownership shares and will be strong evidence that the deceased was the sole member.
• Membership ledger or membership statement (if the LLC keeps a formal ledger or recorded membership list).
• Tax returns or K-1s showing the deceased as the sole member/reporting owner.
• Letters Testamentary or Letters of Administration (appointment by a Probate Court) — if the estate has opened probate, the personal representative’s court-issued letters prove authority to manage or close the deceased’s business interests. Massachusetts Probate and Family Court information: mass.gov Probate and Family Court.
• Court order or settlement documents allocating the membership interest to someone (if applicable).
• Small-estate affidavits or statutory transfer forms (if the estate qualifies for a small estate procedure) — banks may accept those in place of full probate.

Practical steps to get what the bank needs

1. Run the LLC’s public record using the Secretary’s business search and download or order a certified Certificate of Organization and the entity’s recent annual report or certificate of good standing: Massachusetts entity search.
2. Locate the LLC’s Operating Agreement and any membership ledger or tax documents that show the owner(s).
3. Obtain a certified copy of the death certificate.
4. If the estate has entered probate, obtain Letters Testamentary or Letters of Administration from the Probate Court. If the estate has not been opened, ask the bank whether a small-estate affidavit or another limited-transfer process might apply.
5. Provide the bank with certified public filings plus the private documents above. Ask the bank in writing what specific documents they accept for releasing account or asset control — banks have different policies.

When the bank still won’t release funds

If the bank still refuses, the usual next steps are (a) opening probate and having the personal representative handle the LLC interest, or (b) using a small-estate procedure if the estate qualifies. A probate court can issue orders that make banks comply. For procedural guidance, consult the Probate and Family Court: mass.gov Probate and Family Court.

Statutes and official resources

• Massachusetts Limited Liability Company Act (general statutory authority for LLCs): M.G.L. Chapter 156C.
• Secretary of the Commonwealth — Massachusetts business/entity search (view filings and order certified copies): corp.sec.state.ma.us.
• Massachusetts Probate and Family Court (letters, probate procedures, small estate options): mass.gov.

Helpful hints

• Start with the Secretary’s public record: a certified Certificate of Organization and certificate of good standing are easy to obtain and useful to show the LLC existed and was active.
• Don’t assume Secretary filings show membership. If the operating agreement exists, it is often the single best document to prove sole ownership.
• Bring originals and certified copies. Banks often require certified copies (from the Registry of Vital Records or the Probate Court) for death certificates and certified Secretary filings for formation documents.
• Ask the bank for a written list of required documents. Different banks and different branches have varying policies; get the list in writing to avoid unnecessary steps.
• If the estate has not been opened, ask whether the bank will accept a small-estate affidavit or whether you must open probate. In Massachusetts, small-estate procedures can sometimes simplify transfers, but eligibility rules apply.
• If you cannot find an operating agreement, search the deceased’s personal files and contact the LLC’s registered agent (listed in the Secretary’s record) for copies or guidance.
• Keep a clear chain-of-title. If membership interests transferred before death, gather assignments, buy-sell agreements, or amendment filings that document the change.

Disclaimer: This article explains general Massachusetts rules and common bank practices. It is not legal advice. For definitive guidance about your situation, or for help obtaining certified documents or opening probate, consult a licensed Massachusetts attorney or the Probate and Family Court.