How to prove a deceased family member was the sole member of an LLC in Texas
Short answer: The documents banks commonly accept are a certified copy of the LLC’s Certificate of Formation (from the Texas Secretary of State), a Certificate of Account Status (or other certificate showing the LLC is active), the LLC’s governing documents (especially the Operating Agreement) showing the sole-member status, and proof of the member’s death plus documentation showing who now has legal authority (probate letters, will and executor’s letters, or an approved small‑estate affidavit or heirship affidavit). Which combination a particular bank will require varies by institution.
Detailed answer — what each document shows and where to get it
1. Certificate of Formation (certified copy)
The Certificate of Formation is the document filed with the Texas Secretary of State that creates the LLC. A bank will use a certified copy to verify the LLC’s legal name and formation details. In Texas this is handled by the Secretary of State; information about filing and requesting certified copies is on the Secretary of State’s website: https://www.sos.state.tx.us/corp/.
2. Certificate showing the LLC’s status (Certificate of Account Status or similar)
The Secretary of State or the Comptroller can provide evidence that the LLC is in good standing/active (sometimes called a Certificate of Account Status or a Certificate of Fact/Status). Banks use this to confirm the company is current with filing and state requirements. You can request status certificates through the Texas Secretary of State (SOSDirect or paper request).
3. LLC governing documents — Operating Agreement or member resolution
The Certificate of Formation does not always list members. Most Texas LLCs rely on an Operating Agreement to document member ownership and management structure. A clear, signed Operating Agreement or a member resolution identifying the deceased as the sole member is strong evidence of sole membership. If the Operating Agreement is not on file with the Secretary of State, provide the original or a notarized copy to the bank.
4. Proof of death
A certified death certificate for the deceased member is normally required before the bank will change signers or release funds.
5. Proof of successor authority (probate or alternative documents)
If the sole member died, the member’s ownership interest became part of the person’s estate. A bank generally will not release LLC funds or permit transfers without someone showing legal authority to act for the estate or the LLC. Typical evidence includes:
- Letters Testamentary or Letters of Administration issued by a probate court (if the estate is probated).
- A certified probated will naming an executor together with the letters proving their appointment.
- A Small Estate Affidavit or Affidavit of Heirship, if the estate qualifies under Texas rules and the bank accepts it.
- A court order appointing a representative for the member’s interest in the LLC.
Rules for probate and when small‑estate procedures apply are governed by Texas probate law; the Texas statutes and codes are searchable at the Texas Statutes site: https://statutes.capitol.texas.gov/.
6. Evidence of who is authorized to sign for the LLC
If the LLC is manager‑managed and the deceased person was not a manager, banks will look to the managers’ authority. If the LLC is member‑managed and the deceased was the sole member, the estate’s representative will need authority under the estate or court documents. A copy of the Operating Agreement showing signature lines or a resolution appointing a successor signer helps the bank identify who may transact on behalf of the LLC.
How to obtain the Secretary of State documents in Texas
- Search the Texas SOS business database or use SOSDirect to confirm the LLC name and available filings: https://www.sos.state.tx.us/corp/.
- Order a certified copy of the Certificate of Formation or a Certificate of Account Status from the Secretary of State. The SOS provides instructions and order forms on its website.
- If the Certificate of Formation does not list members, gather the Operating Agreement, minutes, member resolution or other internal documents showing sole membership.
What banks most often require
Every bank sets its own rules. Commonly requested package to prove sole‑member status after a member’s death:
- Certified death certificate.
- Certified copy of the LLC’s Certificate of Formation (SOS certified copy).
- Certificate of Account Status (or proof the LLC is active).
- Operating Agreement showing sole member and signatory authority.
- Letters Testamentary or Letters of Administration, or an accepted small estate affidavit/affidavit of heirship.
- Photo ID and signature card for the person claiming authority.
If you cannot find an Operating Agreement or the LLC was informal
Some small LLCs never created or recorded an Operating Agreement. In that case:
- Collect any evidence of sole ownership (bank statements showing only the member’s name, tax returns, correspondence, or minutes).
- Ask the bank whether an affidavit signed by the estate representative and notarized (plus the death certificate and SOS certified formation) is acceptable.
- If the bank refuses, you may need to open a probate case to obtain letters giving the executor or administrator clear authority.
Timing and practical tips
- Contact the bank early and ask for a written list of required documents. Different banks—and even different branches—apply different internal rules.
- Get certified copies (not photocopies) of official documents: the death certificate, the Certificate of Formation, and any probate letters. Banks commonly require certified copies.
- If the LLC holds substantial assets or if the title is disputed, a probate filing or court order may be unavoidable.
- Remember that the Secretary of State typically does not maintain Operating Agreements; those are internal documents. The SOS can supply only what was filed with it (formation documents, amendments, and filed certificates).
Where to learn more (official resources)
- Texas Secretary of State — Business & Nonprofit Forms and Information: https://www.sos.state.tx.us/corp/
- Texas statutes and codes (searchable): https://statutes.capitol.texas.gov/
Helpful Hints
- Ask the bank for a written checklist of exactly which documents they will accept before you order certified copies.
- Order certified SOS documents early — some requests take time to process.
- If you expect to rely on a small‑estate affidavit, confirm that the bank accepts that form; banks vary widely in acceptance.
- Keep originals and certified copies secure; banks often want originals or certified copies rather than plain photocopies.
- If the LLC had other managers or officers listed in corporate filings, get documentation showing the deceased’s role to avoid confusion.
- When in doubt, consult a probate or business‑law attorney for help obtaining letters of administration or to prepare affidavits the bank will accept.
Disclaimer: This article is for general informational purposes only and is not legal advice. It does not create an attorney‑client relationship. For advice about your specific situation, contact a licensed Texas attorney or the bank involved.