Missouri: Secretary of State Paperwork Banks Accept to Verify a Deceased Family Member Was Sole LLC Member

The information on this site is for general informational purposes only, may be outdated, and is not legal advice; do not rely on it without consulting your own attorney. See full disclaimer.

How to Prove an LLC Had a Single Member Using Secretary of State Records in Missouri

This FAQ-style guide explains what public filings and Secretary of State (SOS) documents can help you show a family member was the sole member of a Missouri limited liability company (LLC), what those documents do and do not prove, and the additional records banks commonly require. This is educational information only and not legal advice.

Detailed answer

Short answer: The Missouri Secretary of State can provide certified formation documents and a certificate of existence (good standing) that confirm an LLC was formed and is active. Those SOS documents typically do NOT list members or owners. To show a deceased family member was the sole member, you will usually need a combination of SOS-certified filings plus internal LLC records (for example an operating agreement) and probate or succession documents that establish who has authority to act for the deceased member’s interest.

What the Secretary of State can and cannot show

  • Articles of Organization (formation filing): The SOS holds the filed Articles of Organization for every registered Missouri LLC. A certified copy from the SOS proves when and how the LLC was formed and who the organizer or registered agent is, but it generally does not identify every member or owner. For Missouri statutory requirements on LLC formation and filings, see Chapter 347 of the Missouri Revised Statutes: RSMo Chapter 347.
  • Certificate of Existence/Good Standing (Certificate of Status): The SOS can issue a certificate showing the LLC is duly organized and in good standing with the state. This confirms the entity exists and the filings are current, but it does not list members or prove sole ownership.
  • Filed Amendments or Annual Reports: If the LLC ever filed an amendment naming a manager or otherwise identifying an owner, those filings are public and the SOS can certify them. However, Missouri does not require member names to be listed in routine formation filings, so absence of member names on public records is common.

What banks commonly want to see

Banks set their own requirements, but commonly requested documents include:

  • Certified copy of the Articles of Organization (from the Missouri SOS).
  • Certificate of Existence/Good Standing from the SOS.
  • The LLC’s Operating Agreement showing member ownership, voting rights, and succession provisions (this is an internal document and usually not filed with the SOS).
  • Death certificate for the deceased member.
  • If the member’s interest passes under a will or by intestate succession: Letters Testamentary or Letters of Administration from the probate court that appoint an executor or administrator (these documents show who can act for the deceased’s estate).
  • If the operating agreement allows transfer on death or designates a successor, an assignment or written transfer of the membership interest signed by the appropriate person(s).
  • Corporate resolutions or affidavits signed by surviving owners or by the personal representative of the estate explaining who has authority to access or close accounts.

Why SOS records alone usually aren’t enough

Missouri’s public business filings focus on entity formation, registered agent, and a few management details. They do not generally record every member or owner. Because membership and ownership are typically governed by the LLC’s internal records (operating agreement, membership ledger, membership certificates), banks rely on those internal records plus probate documentation to confirm both ownership and who may legally act after a member’s death.

If you need to act for the LLC or close an account

  1. Obtain certified copies of the Articles of Organization and a Certificate of Existence from the Missouri Secretary of State: contact the Missouri SOS business records division at sos.mo.gov/business.
  2. Locate the LLC’s Operating Agreement and membership ledger. Those documents most directly show whether the decedent was the sole member.
  3. Get a certified copy of the death certificate.
  4. If the decedent left a will, start probate so the court can issue Letters Testamentary. If no will exists, seek Letters of Administration. Banks often require these court-issued letters before permitting transfers or closing accounts.
  5. Present the SOS-certified formation documents, the operating agreement (or other internal proof of sole membership), the death certificate, and any probate letters to the bank. Ask the bank in writing what specific documents they require.
  6. If the LLC’s operating agreement provides for automatic transfer of the member’s interest on death to a named beneficiary, provide the agreement and any beneficiary documentation or affidavit the bank requests.

If the bank still refuses to accept the paperwork

Banks are risk-averse. If they require additional evidence, common next steps are: obtain a court order clarifying ownership or authority over the LLC interest; open a probate administration so the personal representative can present court-issued authority; or prepare an affidavit of heirship if permitted by the bank (some banks accept it, many do not). A probate court order or letters from the probate court are the most reliable way to establish authority.

Helpful hints

  • Contact the bank first and ask for a written checklist. Banks vary; get the exact list so you do not collect unnecessary documents.
  • Request certified copies from the Missouri Secretary of State rather than uncertified printouts. Certified copies carry more weight at banks.
  • Search the SOS online business database for filings and any amendments that might list managers or other officers (this can provide clues).
  • Locate the original Operating Agreement and any membership certificates—these are often dispositive for ownership questions even though they are not filed with the SOS.
  • If you expect to transfer membership interests after death, consult a probate attorney experienced with business succession in Missouri. They can advise whether a simple affidavit will suffice or whether probate is necessary.
  • Keep originals and obtain multiple certified copies of key documents (death certificate, letters from probate court, SOS-certified filings) because multiple institutions may request them.
  • Know that you may need to update the LLC’s records after the transfer (for example, amend the membership ledger or record an assignment). While Missouri may not require SOS notice of every membership change, you should preserve good corporate records and follow the operating agreement’s transfer procedures.

Disclaimer: This information is educational only and does not constitute legal advice. For advice about your specific situation and to confirm what documents a bank will accept in Missouri, consult a licensed Missouri attorney or the bank directly.

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. See full disclaimer.