Short answer
You will want a combination of certified public records from the New York Department of State and the company’s internal documents. The Department of State can provide a certified copy of the LLC’s formation filing and a Certificate of Status (good standing), but New York does not generally record member names at the Department of State. To prove someone was the sole member you usually must also present the LLC’s internal records (operating agreement, membership ledger, membership certificates, assignment documents) and, if the member is deceased, court-issued authority from the Surrogate’s Court (for example, letters testamentary or letters of administration) plus a death certificate.
Detailed Answer
What the New York Department of State (DOS) can provide
- Certified copy of the Articles of Organization (the public formation filing). This proves the LLC was formed and may show the organizer(s) and filing date. You can request certified copies from the NY DOS Division of Corporations. See the DOS business entity pages: New York Department of State – Division of Corporations.
- Certificate of Status (often called Certificate of Good Standing). This confirms the LLC is currently registered and that required DOS filings and fees are up to date. A Certificate of Status does not list members or membership percentages.
- Filed amendments. If the LLC filed an Article of Amendment changing its name, managers, or other matters recorded with DOS, a certified copy of the amendment will show what was filed publicly with the state.
What DOS records do NOT usually show
- Member names and their ownership percentages. New York LLC filings do not normally require the public filing of member or owner names. That information is typically kept in the LLC’s internal records.
Internal company records banks usually require
- Operating Agreement that identifies members and ownership percentages. This is the primary document showing who owned the LLC and whether there was a sole member.
- Membership ledger or membership certificates showing issuance to the sole member.
- Any written assignments, buy–sell agreements, or amendments to the operating agreement documenting transfers of membership interest.
- Corporate resolutions or manager/member certifications that the bank can rely on to permit account access or transfers.
If the member has died
- Death certificate confirming the member’s death.
- Letters Testamentary or Letters of Administration issued by the Surrogate’s Court that give the executor or administrator authority to act on behalf of the decedent’s estate. Banks commonly require these to allow an executor/administrator to access business accounts or transfer membership interests.
- If there was no probate, a Small Estate process or affidavit may be available depending on the estate value and circumstances. Requirements and availability depend on the Surrogate’s Court rules for the county involved. See the New York State Surrogate’s Courts information: New York Surrogate’s Courts.
How banks typically want the evidence presented
- Certified copies. Banks prefer certified copies of filings and certified or original internal documents. For DOS records, ask the Department of State to provide certified copies or an official Certificate of Status.
- Official court documents. For deceased owners, banks almost always require court-issued letters proving authority to act for the estate.
- Proper authentication. Some banks require documents notarized, apostilled, or otherwise authenticated depending on the document source.
- Identification and proof of authority. The person presenting documents must also show personal ID and documentation (executor ID, appointment letters, corporate resolution) that ties them to the authority to act for the LLC or estate.
Relevant New York law and where to look
- New York’s Limited Liability Company Law governs formation and filings with the Department of State. You can review the text of the LLC law on the New York State Legislature site: New York Limited Liability Company Law.
- To obtain certified formation documents and a Certificate of Status, use the Division of Corporations pages at the New York Department of State: NY DOS Division of Corporations. You can also search the public business entity database (entity search) on the DOS site to view basic filings.
- For probate and authority after a death, look to the Surrogate’s Court in the county where the decedent lived. General info: New York Surrogate’s Courts. Specific procedures and forms vary by county.
Practical checklist to take to the bank
- Certified copy of the Articles of Organization from NY DOS.
- Certificate of Status (Good Standing) from NY DOS.
- Operating Agreement showing the sole member (certified or an original if possible).
- Membership ledger or membership certificate evidencing issuance to the sole member.
- If deceased: original death certificate plus Letters Testamentary or Letters of Administration from the Surrogate’s Court.
- Photo ID for the person presenting the documents and any executor/administrator paperwork evidencing their authority.
- Bank-specific forms the bank requires for account access, transfer, or closure (ask the bank in advance for a precise list).
Helpful Hints
- Call the bank first. Different banks and different branches have varying internal policies. Ask what exact documents they require and whether they need certified copies or originals.
- Request certified DOS documents. On DOS forms request a “certified copy” and/or a Certificate of Status so the bank recognizes the documents as official state records.
- Bring originals of internal documents when possible. Banks often want originals or certified copies of operating agreements and membership ledgers rather than photocopies.
- If the LLC had no written operating agreement, collect all membership evidence: membership certificates, tax returns, bank signature cards, and any written communications showing sole ownership.
- If probate is needed, start early. Getting letters from Surrogate’s Court can take weeks; plan ahead if accounts or transfers are time-sensitive.
- Consider a short attorney consult. A business or probate attorney can prepare certified resolutions, assignments, or other documents banks accept and can request the proper court papers if the owner died.
- If the bank refuses valid documents, ask for the bank’s written reason. That makes it easier for an attorney to review and push back if necessary.
Disclaimer
This article is for informational purposes only and is not legal advice. Laws and bank policies change. For advice about a specific situation, contact a licensed New York attorney or the bank directly.