How to prove an LLC’s sole-member status using Secretary of State documents (South Carolina)

Disclaimer: I am not a lawyer. This is general information about South Carolina law and common bank practices — not legal advice. For help specific to your situation, consult an attorney or the bank.

Detailed Answer — What the South Carolina Secretary of State can and cannot show

When a bank asks you to “show” that a family member was the sole member of an LLC, the documents the South Carolina Secretary of State (SOS) can produce are useful but often not decisive by themselves. The SOS maintains public formation filings and can issue certified copies or a certificate of existence (good standing). Those documents prove that the LLC was legally formed and that it is (or was) in good standing, and they may show a registered agent and filing dates. But under South Carolina’s LLC law, the SOS filing typically does not record an LLC’s membership ledger or identify every member. Membership is normally an internal company matter reflected in the LLC’s own records (operating agreement, membership ledger, member certificates), not in the public SOS file. See the South Carolina Uniform Limited Liability Company Act (Title 33, Chapter 44): https://www.scstatehouse.gov/code/t33c044.php.

What you can obtain from the South Carolina Secretary of State

• Certified copy of the Articles of Organization (or Certificate of Formation): This is the document the LLC filed to form. It shows the LLC’s legal name, date of filing, and sometimes the organizer’s name or registered agent. It usually does not list members. You can order a certified copy from the SOS business filings site: https://businessfilings.sc.gov/BusinessFiling/Entity/Search.
• Certificate of Existence / Certificate of Good Standing: This certificate confirms the entity is (or was at a certain date) properly registered and not administratively dissolved. It does not prove who the members are. Many banks accept this to confirm the LLC’s lawful status.
• Filed annual reports or other public filings: If the LLC filed any report or amendment that by chance included member or manager names, a certified copy of that filing can help. Most South Carolina filing forms ask for the registered agent and certain management information, but not necessarily a full membership list. Check the available filing history on the SOS search page above.

What the SOS will not normally provide

• The SOS generally will not produce an official document that states “Person X was the sole member,” because membership is an internal LLC matter.
• The SOS does not maintain the LLC’s operating agreement, membership ledger, or member certificates as part of public records unless those documents were voluntarily filed (which is uncommon).

What banks commonly require (and where to get it)

Because the SOS may not show membership, banks typically ask for a combination of these items to establish who controlled the LLC:

• Certified copy of the Articles of Organization from the South Carolina SOS (or a Certificate of Existence). These show the LLC is properly formed. Order via the SOS business filings portal: https://businessfilings.sc.gov/BusinessFiling/Entity/Search.
• Operating Agreement or Membership Ledger (internal LLC documents). These usually state who the members are and whether one person was the sole member. These are kept by the LLC, not the SOS. A certified copy signed by the LLC’s authorized signer is often acceptable to a bank.
• Member Resolution or Certificate of Incumbency (signed by the sole member or manager): banks often want a signed resolution that authorizes a specific person to open or manage the account. This is an internal document, not an SOS filing.
• Federal EIN confirmation (IRS CP 575 or EIN assignment notice): Banks use this to confirm the tax identity of the LLC. See IRS guidance on EINs: https://www.irs.gov/businesses/small-businesses-self-employed/employer-id-numbers-eins.
• Photo ID for the signing member/authorized signer and, if applicable, proof of the member’s death and probate or letters testamentary if the member has died (probate court documents, not SOS documents).

If the family member is deceased

If the sole member has died, the bank will likely require probate or estate documents showing who has legal authority to act for the LLC or the decedent’s ownership interest. Typical documents banks accept include:

• Certified death certificate (from the vital records office).
• Letters testamentary or letters of administration from the probate court appointing the personal representative.
• A certified copy of the will (if probated) or a court order transferring membership interest.
• If the LLC’s operating agreement contains a clear succession or buyout provision, a certified copy of that provision and any documents implementing it (e.g., assignment of membership interest).

These probate documents come from the probate court in the county where the decedent’s estate was opened, not from the SOS.

Practical checklist to present to the bank (South Carolina)

1. Obtain a certified copy of the Articles of Organization (or Certificate of Formation) from the South Carolina Secretary of State: https://businessfilings.sc.gov/BusinessFiling/Entity/Search.
2. Order a Certificate of Existence / Good Standing from the SOS if the bank asks for it.
3. Collect the LLC’s operating agreement showing membership (signed copy). If the operating agreement is missing, gather any membership certificates, written membership ledger entries, or signed resolutions.
4. Get a signed incumbency certificate or bank resolution from the person claiming authority that states they were the sole member (or that the decedent was the sole member) and lists authorized signers.
5. Bring the LLC’s EIN confirmation from the IRS and government-issued photo ID for the signer.
6. If the member is deceased, bring the certified death certificate and the probate court’s letters or order showing who can act on the estate/LLC interest.
7. Call the bank in advance and ask exactly which documents they will accept — banks vary in what they require.

Relevant South Carolina authority

South Carolina’s LLC rules are in the South Carolina Code, Title 33, Chapter 44 (Uniform Limited Liability Company Act). That chapter describes formation, filings, and member rights. The Secretary of State maintains public formation records and issues certified copies and certificates of existence. See: https://www.scstatehouse.gov/code/t33c044.php and the SOS business filings site: https://businessfilings.sc.gov/BusinessFiling/Entity/Search.

Helpful Hints

• Start with the bank: ask for a written list of acceptable documents. Different banks (and branches) have different policies.
• Certified SOS documents are more persuasive than uncertified copies. Pay for certified copies if you can.
• The operating agreement is the single best document to prove sole-member status. If it’s missing, try to obtain a contemporaneous membership ledger, member affidavit, or other signed document from the LLC.
• If the LLC owner died, probate records are usually decisive. Banks commonly require court-issued letters before releasing funds.
• If you cannot find the operating agreement, consider a notarized affidavit from someone with direct knowledge (e.g., the decedent’s attorney or accountant) — but banks may still demand stronger proof like probate documents.
• Keep copies of everything you submit and get receipts for certified document requests from the SOS.

If you want, tell me whether the LLC owner is alive or deceased and whether you already have any LLC records (Articles, operating agreement, certificate of existence). I can then suggest the most likely combination of documents to take to the bank.