Detailed Answer
If you need to show a bank that a family member was the sole owner (single member) of a South Dakota limited liability company (LLC), the Secretary of State (SOS) can provide official, certified business records that help—but those records may not be the whole story. Below is a clear checklist of what the SOS can provide, what those documents prove, and what additional paperwork banks commonly request when a single-member LLC’s member has died.
What the South Dakota Secretary of State can issue
- Certified Articles of Organization (or Certificate of Formation): This is the document filed to create the LLC. A certified copy from the SOS proves the LLC was formed and shows the filing date and the name of the entity. It does not always list members. Request business formation records from the SOS Business Services pages: South Dakota Secretary of State – Business Services.
- Certificate of Existence / Certificate of Good Standing: A certified certificate from the SOS confirms the LLC exists and is in good standing as of the certificate date. Banks accept this as proof that the LLC is an active legal entity. See the SOS business services page for ordering certificates: sdsos.gov/business-services.
- Certified Copies of Filed Amendments or Other Public Filings: If the LLC filed amendments that named the sole member or changed membership information, a certified copy of those filings will show what is on the public record.
- Filed Statements of Authority or Manager/Member Filings (if any): Some LLCs file a Statement of Authority or a Statement Regarding Managers or Members to show who has authority to act for the company. If such statements were filed with the SOS, certified copies will be available and useful. Check available entity filings on the SOS site.
Important limitation of SOS records
SOS filings usually establish the LLC’s legal existence and list the registered agent and formation details. They do not usually contain the internal documents that show ownership percentages or the identity of members (for example, an Operating Agreement) unless the members voluntarily included that information in a public filing. In short: a certified Article of Organization proves the company exists but may not prove who the sole member was.
What banks commonly require when the single member died
When a member dies, banks generally want documents that show who now has legal authority to access or close the LLC’s bank accounts. Typical items banks ask for include:
- Death certificate for the deceased member (certified copy).
- Certified Articles of Organization or Certificate of Existence from the SOS (to show the LLC exists).
- Operating Agreement or other internal LLC documents showing succession rules (if the Operating Agreement names a successor or shows transfer-on-death directions).
- Certified copies of any filed Statement of Authority or other filings that identify authorized persons.
- Probate or estate documents—for example, Letters Testamentary or Letters of Administration issued by a probate court appointing a personal representative. Banks often treat the personal representative as the person with authority to act for the deceased member’s estate and therefore handle LLC interests through the estate representative.
- Small‑estate affidavit or similar affidavit of heirship (if available and allowable under South Dakota law) when the estate qualifies for simplified transfer procedures. Whether a bank accepts an affidavit in place of probate depends on the bank’s policies and the size/nature of the assets.
Practical steps to take
- Order certified copies of the LLC’s formation documents and any filed amendments or statements from the South Dakota Secretary of State. Start at: sdsos.gov/business-services.
- Obtain a certified death certificate for the deceased member from the state where the death was registered.
- Locate the LLC’s Operating Agreement and any company records that show ownership, transfer-on-death provisions, or successor authority.
- If there is no governing document naming a successor, open probate (or obtain Letters if probate is already open) so a court-appointed personal representative can act. Information on probate procedures is available from the South Dakota Unified Judicial System: South Dakota Courts – Probate.
- Bring the SOS-certified formation documents, death certificate, and probate or estate papers to the bank together. Ask the bank which combination of documents they require and whether they will accept an affidavit, personal-representative letters, or a court order.
Relevant South Dakota legal resources
- South Dakota Secretary of State – Business Services: https://sdsos.gov/business-services/
- South Dakota Codified Laws (search statutes related to LLCs and probate): https://sdlegislature.gov/Statutes/
- South Dakota Unified Judicial System – Probate information: https://ujs.sd.gov/Court_Services/Probate
Bottom line: For the SOS, start by obtaining certified Articles of Organization and a Certificate of Existence and any filed statements or amendments. Expect the bank also to require a certified death certificate and evidence that someone (an executor, personal representative, or designated successor) has legal authority to act for the deceased member’s interest—often in the form of probate documents or a valid Operating Agreement. The SOS documents prove the LLC exists; probate or company records prove who can legally control the LLC after a member dies.
Helpful Hints
- Ask the bank for a written list of documents they will accept. Different banks have different internal policies.
- If the Operating Agreement is missing, look for other records (membership ledgers, tax filings, or signed buy‑sell agreements) that support who the sole member was.
- Order certified copies from the SOS rather than uncertified printouts. Banks prefer certified state-issued copies.
- If the estate is small, ask a probate clerk whether a small‑estate affidavit or simplified process is available in South Dakota and whether the bank will accept it.
- Keep originals and certified copies together; provide certified copies to the bank and keep originals in a safe place.
- Consider consulting a probate or estate attorney in South Dakota if the bank demands a court order or if ownership is disputed.
Disclaimer: This article explains common documents and procedures but is not legal advice. For help applying South Dakota law to your situation or to confirm what a particular bank will accept, consult a licensed South Dakota attorney.