How to prove a family member was the sole member of a Rhode Island LLC: Documents from the Secretary of State banks accept

Short answer: Ask the Rhode Island Secretary of State for certified copies of the LLC’s formation documents (Articles/Certificate of Organization) and the Certificate of Good Standing (also called Certificate of Status). If the formation documents do not list members, banks typically also want a certified copy of any filed amendments and the LLC’s internal records (operating agreement, member ledger) plus probate or estate documents if the member is deceased.

Detailed answer — What the Secretary of State can provide and why banks ask for it

Banks need clear, official proof of who had legal authority in the LLC before they will allow account changes, transfers, or distributions. The Secretary of State’s office in Rhode Island maintains the public formation records for business entities. The main documents you can order from the SOS that banks commonly accept are:

• Certified copy of the Articles of Organization (Certificate of Organization). This is the document filed to create the LLC. Some Articles list initial members or managers; some do not. A certified copy is an official, stamped copy from the SOS.
• Certified copies of any filed amendments. If membership or management was changed by a formal amendment filed with the SOS, a certified amendment can show changes to membership or managerial structure.
• Certificate of Good Standing (Certificate of Status). This confirms that the LLC is (or was) properly registered and in compliance with required filings at the date issued. Banks use it to confirm the entity’s existence and regulatory standing.
• Certificates of Fact or other certified filings. Rhode Island SOS can sometimes certify specific facts from the registration record (for example, a recorded statement that a particular filing was made).

Order these items from the Rhode Island Secretary of State Business Services division: https://sos.ri.gov/divisions/business-services/business-entities.

Why the SOS documents may not be enough

Many LLC formation filings do not list individual members. Rhode Island permits simple formation filings that name only the LLC and the registered agent. Because of that, a certified Articles copy may show the existence of the LLC but not the members. When the SOS record does not list members, banks typically ask for the LLC’s internal documents and estate or probate documents to confirm who actually owned and controlled the LLC:

• Operating agreement: an internal, often unfiled document that shows membership percentages, voting and transfer rules, and who was the sole member.
• Member ledger or membership certificate: internal records listing current members and ownership percentages.
• Federal EIN documentation (IRS Form CP 575 or SS-4 confirmation): to match tax identity.

Special situation — If the sole member is deceased

If the family member who was the sole member has died, the bank will want proof of both the person’s ownership and who now has legal authority to act on behalf of the LLC. In addition to the SOS documents and internal LLC records, banks commonly require:

• Certified copy of the deceased member’s death certificate.
• Letters testamentary or letters of administration issued by the Rhode Island Probate Court showing who is the personal representative (executor/administrator) of the decedent’s estate.
• If the operating agreement provides a specific succession procedure (for example, the member’s interest passes to a named person or to the member’s estate), a certified copy of that agreement and any amendment.
• If the decedent left a small estate or a transfer-on-death designation applies, the bank may accept a small‑estate affidavit or other court-approved document instead of full probate paperwork.

Rhode Island probate and trust procedures control who has authority to sign checks, close accounts, or transfer an LLC interest after a member dies. Banks typically require probate documents to show authority to act even if you have an operating agreement.

Rhode Island law and official sources

Rhode Island’s Limited Liability Company Act governs formation and filings for LLCs. For the statutory code governing LLC formation and filings, see Title 7, Chapter 16 of the Rhode Island General Laws: https://www.rilegislature.gov/Statutes/TITLE7/7-16/INDEX.HTM. For practical ordering of certified copies and Certificates of Good Standing, use the Rhode Island Secretary of State Business Services pages: https://sos.ri.gov/divisions/business-services/business-entities.

Step-by-step checklist to present to the bank

1. Search the LLC on the Rhode Island SOS business database and order a certified copy of the Articles/Certificate of Organization and the Certificate of Good Standing.
2. If the certificate or filings show membership information, get certified copies of any amendments that reflect membership changes.
3. Gather internal LLC records: operating agreement, member ledger, membership certificates, and the LLC’s EIN confirmation.
4. If the sole member is deceased, obtain death certificate and the probate court’s Letters Testamentary/Administration or small‑estate documents that prove who can act for the estate.
5. Call the bank first and ask exactly which documents they require and whether they accept certified copies and probate letters in lieu of originals.
6. Provide IDs for the person presenting the documents and be prepared for the bank to request certified or notarized copies.

Helpful Hints

• Contact the bank in advance and get a written list of required documents — banks differ in what they accept.
• Order certified copies rather than plain photocopies. A certified document from the Rhode Island SOS carries the official stamp banks prefer.
• If the operating agreement is not on file with the SOS, bring original or notarized copies of the operating agreement and a member ledger to the bank.
• If the LLC’s public record does not show members, a notarized affidavit from someone with knowledge (ideally the LLC’s manager or attorney) may help, but many banks will still want probate or court documents if the member has died.
• When a family member is the sole member, ownership often transfers through the member’s estate or by terms in the operating agreement — bank procedures and probate law determine who can access funds.
• Ask the SOS about expedited processing if you need certified copies quickly; most states offer an expedited fee option.
• If you face bank resistance, consider consulting an attorney (estate or business) to prepare or certify documents showing authority to act.

Disclaimer: This article explains typical documents and procedures under Rhode Island practice but is not legal advice. Laws vary and banks have their own policies. For advice about your particular situation, consult a licensed attorney or contact the Rhode Island Secretary of State and the relevant probate court.