Detailed Answer

When you need to show a bank that a deceased or incapacitated family member was the sole member (owner) of a New Mexico limited liability company (LLC), the bank will generally want documents that (1) prove the LLC existed and was active, (2) prove who the member(s) were, and (3) prove who now has authority to act for the LLC or the deceased member’s estate. The New Mexico Secretary of State (SOS) issues several records that help with the first two items; probate or estate documents typically address the third.

Key Secretary of State (SOS) records to get

• Filed Articles of Organization (Certificate of Organization) or the formation document — this is the paper the SOS keeps showing the LLC was legally formed. It often lists whether the LLC is member-managed or manager-managed. Obtain a certified copy from the New Mexico SOS business filings portal so the bank can see an official filing. (New Mexico SOS business services: https://www.sos.state.nm.us/business-services/.)
• Certificate of Good Standing (Certificate of Status or Certificate of Existence) — a current certificate from the NM SOS confirms the LLC was active and in good standing on the date issued. Banks rely on this to confirm the entity was legitimate and not administratively dissolved. You can request this from the SOS. (See: https://www.sos.state.nm.us/business-services/.)
• Copies of Filed Amendments or Annual/Biennial Reports — if the member changed or the company filed amendments identifying members or managers after formation, the SOS copy of those filings will show who was listed on public filings.
• Full filing history or certified record extract — ask the SOS for a certified record or certified copy of the business record history (formation, amendments, name changes). A certified extract is stronger evidence for a bank than an uncertified printout.

Documents the SOS usually will NOT have (but the bank may ask for)

• Operating Agreement — most operating agreements are internal company documents and not filed with the SOS. Yet banks commonly require the operating agreement because it shows member ownership percentages and who had signature authority. If the deceased was sole member, the operating agreement will usually reflect that.
• Membership ledger, assignment of interest, or minutes — these are internal records. If available, provide them because they directly identify the sole member.

If the member is deceased: what the bank usually requires in addition to SOS records

Even with SOS records showing the member’s name, banks also require proof that whoever is trying to access the LLC account has legal authority after the member’s death. Typical documents include:

• Death certificate — certified copy.
• Letters Testamentary or Letters of Administration (from probate court) — these prove who is the personal representative or administrator of the estate and usually give authority over the decedent’s assets, which may include membership interests.
• Small-estate affidavit (if applicable) — New Mexico allows small estate procedures for qualifying estates; the bank will tell you whether it accepts a small-estate affidavit in lieu of full probate. See New Mexico probate self-help: https://nmcourts.gov/self-help/probate/.
• Court order assigning membership interest or authorizing transfer — if there is a dispute or the estate has to transfer the LLC interest to heirs, the court’s order will be required.

How banks typically want the materials presented

1. Obtain certified copies of the SOS filings (formation document, any amendments, and a current certificate of good standing).
2. Provide the LLC’s internal records that identify the sole member (operating agreement, membership ledger, signed certificates, or assignment documents).
3. Provide certified death certificate and probate letters or a small-estate affidavit if the member is deceased.
4. Bring government-issued ID for yourself and the estate representative, and the LLC’s EIN paperwork if the bank asks.

Why the SOS record alone may be insufficient

The SOS will confirm the LLC existed and will show the filed public information, but the SOS rarely has internal documents (like the operating agreement) that show actual day-to-day ownership or member status if the membership changed informally. Banks also must follow federal and state anti‑fraud and anti‑money-laundering rules, so they often require estate or probate authority even when SOS records show a single member.

Where to get the SOS records

Order certified copies and certificates of good standing from the New Mexico Secretary of State’s business services website: https://www.sos.state.nm.us/business-services/. For step-by-step instructions and fees, use the SOS site’s business search and document request options.

Statutes and official resources (useful for further reading)

General New Mexico resources about business filings and probate:

• New Mexico Secretary of State — Business Services: https://www.sos.state.nm.us/business-services/
• New Mexico Courts — Probate information and self-help: https://nmcourts.gov/self-help/probate/
• New Mexico Legislature (statutes search) — search for the New Mexico Limited Liability Company Act and probate code: https://www.nmlegis.gov/

Bottom line: Start with certified SOS filings (formation documents, amendments, and a current certificate of good standing) plus the LLC’s operating agreement or membership records. If the member is deceased, add a certified death certificate and probate letters or a qualifying small‑estate affidavit. Contact the bank first—each bank has its own checklist and may require certified documents or court orders in addition to SOS records.

Disclaimer: This article is for educational purposes only and is not legal advice. It does not create an attorney-client relationship. For advice about a specific situation, consult a licensed attorney in New Mexico or the bank’s legal department.

Helpful Hints

• Call the bank before you gather documents. Ask for their exact checklist and whether they accept certified copies or need originals.
• Order certified SOS copies (not just screenshots or uncertified prints). Banks almost always require certified documents from the issuing agency.
• If the operating agreement is missing, look for membership certificates, tax filings, or the LLC’s EIN application (IRS Form SS-4) that lists owner contact or responsible party information.
• If the member died without a will or the estate is small, ask whether the bank accepts a New Mexico small-estate affidavit instead of full probate.
• Get multiple certified copies of probate letters or court orders; banks and other institutions often each need their own certified copy.
• Keep a clear timeline and copies of all filings and estate documents. A concise cover letter explaining the relationship and the records you’ve attached can help bank staff process the request faster.
• If the bank still refuses, ask to speak with the bank’s legal or compliance department and, if necessary, consult a New Mexico attorney experienced in probate and business-entity matters.