What Secretary of State Documents Prove Sole‑Member LLC Ownership in New Hampshire

The information on this site is for general informational purposes only, may be outdated, and is not legal advice; do not rely on it without consulting your own attorney.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

Proof for Banks: What the New Hampshire Secretary of State Can — and Cannot — Show About a Sole‑Member LLC

Short answer

The New Hampshire Secretary of State can provide certified public filings that prove an LLC exists (for example, the Certificate of Formation/Organization and a Certificate of Good Standing), but those filings typically do not list the LLC’s members. To show a bank that a family member was the sole member of an LLC you will usually need a combination of: (1) certified Secretary of State documents that prove the company’s legal existence, and (2) internal company records and estate documents (operating agreement, membership ledger or certificate, death certificate, and probate letters or small‑estate paperwork) that establish who owned the membership interest.

Detailed answer — what the Secretary of State can provide

Documents you can order from the New Hampshire Secretary of State (Business Services) that banks commonly accept to verify an entity’s formation and status:

  • Certificate of Formation / Articles of Organization (certified copy) — shows the LLC was properly formed in New Hampshire and the filing date.
  • Certificate of Good Standing / Certificate of Legal Existence (certified) — shows the state recognizes the LLC as an active entity in compliance with filing requirements at the time the certificate is issued.
  • Filed amendments or annual reports — these can show changes that were filed with the Secretary of State (such as a change of registered agent or name), but they generally do not show member names.

You can find New Hampshire business filing and ordering options at the Secretary of State Business Services pages: https://sos.nh.gov/business-services/.

Important point: state formation filings do not usually list LLC members. Under standard New Hampshire LLC practice, the Secretary of State maintains formation records but not internal ownership ledgers. For New Hampshire statutory text on LLC formation and related filings, see the New Hampshire statutes governing limited liability companies on the state legislature site: https://www.gencourt.state.nh.us/rsa/html/.

Detailed answer — what banks typically require to confirm sole ownership

Because the Secretary of State’s public record rarely shows member names, banks normally ask to see internal and estate documents that directly prove who owned the membership interest. Typical documents include:

  • Operating agreement (signed copy). This is the primary internal document that identifies members and their ownership percentages and states how membership interests transfer on death or assignment.
  • Membership certificate or membership ledger (if the LLC issued a membership certificate or maintains a ledger showing a sole member).
  • Corporate resolution or bank resolution signed by the member (or by the manager if manager‑managed) authorizing the account and signers.
  • Business tax returns or K‑1s demonstrating who reported LLC income (helpful as supporting evidence).
  • If the member is deceased: certified death certificate plus probate documents (letters testamentary or letters of administration, or a court order transferring the membership interest). In smaller estates, a small‑estate affidavit or similar court document may be accepted by some banks.

Banks want a clear paper trail from the public record (SoS documents) to the LLC’s internal records and then to whoever claims authority now (personal representative, trustee, or successor member). Without internal or probate documents, a bank usually cannot rely solely on SoS filings to conclude someone was the sole member.

Practical step‑by‑step checklist you can follow

  1. Order a certified copy of the LLC’s Certificate of Formation/Organization from the New Hampshire Secretary of State and request a Certificate of Good Standing. Link: https://sos.nh.gov/business-services/.
  2. Locate the LLC’s operating agreement and membership ledger or membership certificate. If you don’t have originals, ask the LLC’s records custodian (if known) or the decedent’s files.
  3. If the owner died, obtain a certified copy of the death certificate and apply for letters testamentary or letters of administration from the appropriate New Hampshire probate authority (or use the small‑estate procedure if eligible).
  4. Gather supporting business records: recent business bank statements, tax returns (Schedule C or partnership/LLC K‑1s as applicable), and any corporate resolutions authorizing account signers.
  5. Take the SoS certified filings plus the internal and probate documents to the bank and ask what specific combination they require. Ask for a written list from the bank so you can prepare exact copies and certified originals.

If the Secretary of State’s record doesn’t show members — what then?

This is common. If SoS records don’t show member names, the bank will rely on the LLC’s internal records and possibly a court or probate order showing who now controls the membership interest. If the LLC’s operating agreement names a successor or contains a buy‑sell/transfer rule, present that to the bank along with any probate paperwork or trust documents transferring the member’s interest.

When you may need a court or attorney

Situations that commonly require a probate filing or a court order:

  • No will or clear successor and no written operating agreement provision for transfer on death.
  • Contested estate claims or disputes among family members about who controls the LLC interest.
  • Bank insists on letters testamentary/administration or a court order before releasing funds or changing account signers.

In these cases, a probate filing in the appropriate New Hampshire court (or a written settlement signed by interested parties) is usually needed. If you are unsure, consult a lawyer who handles probate and business succession in New Hampshire.

Helpful hints

  • Ask the bank exactly which documents it requires and whether it needs certified copies or originals.
  • Get a certified copy of the Certificate of Formation and a Certificate of Good Standing from the NH Secretary of State before contacting the bank; the SoS site and ordering procedures are at https://sos.nh.gov/business-services/.
  • If the LLC had no written operating agreement, gather tax returns and membership ledgers — these help but may not be sufficient without probate documents if the owner is deceased.
  • If the member died, obtain a certified death certificate and promptly consult the probate office for the county where the decedent lived to learn whether you need letters of administration or can use a small‑estate affidavit.
  • Keep certified copies of SoS filings and probate papers together in a folder for the bank and the estate’s records — it speeds interactions with financial institutions.
  • When in doubt about whether the documents you have will be accepted, ask the bank to list acceptable documents in writing or talk to a New Hampshire attorney experienced in probate and business succession.

Disclaimer: This article is for general informational purposes only and does not constitute legal advice. It summarizes common practices under New Hampshire law and typical bank requirements, but rules and bank policies vary. For help applying these ideas to your situation, consult a New Hampshire attorney or the New Hampshire Secretary of State’s Business Services office.

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.