How to prove an LLC’s sole-member status to a bank in Virginia

Short answer: In Virginia the State Corporation Commission (SCC) — not a Secretary of State — holds public formation records (articles, registered agent, status). Those records do not show who the LLC’s members are. To prove a family member was the sole member, banks typically want a combination of SCC documents that show the company exists plus the LLC’s internal records (operating agreement, membership certificate) and, if the member died, probate documents (letters testamentary/administration) or a certified affidavit. This article explains which SCC documents you can get, which internal records the bank will likely require, and practical next steps.

Why Virginia’s public filings usually won’t show the sole member

Virginia business filings (kept by the State Corporation Commission) record formation details: the Articles of Organization (formation), the registered agent, and the entity’s current status (active, revoked, etc.). You can search and order official certificates through the SCC business search (CIS). However, state filings typically do not include a list of members or their ownership percentages. Membership information is private and normally kept in the LLC’s own records.

Search or order formation and status documents: SCC CIS (business search) and more SCC forms/info: SCC Clerk’s Office.

Documents banks commonly accept to confirm a sole-member LLC

Different banks have different internal rules. Most banks will ask for some combination of the following:

• Certified copy of the Articles of Organization / Certificate of Organization from the SCC. This proves the LLC legally exists and shows the filer/organizer and formation date.
• Certificate of Status / Certificate of Existence (Good Standing)
• The LLC’s Operating Agreement
• Membership certificate or ledger
• A corporate/LLC resolution or signature card
• If the member is deceased: a death certificateLetters TestamentaryLetters of Administration (proof that someone is the decedent’s personal representative) issued by the local Circuit Court. Banks often require these probate documents before they will release funds or change account ownership.
• Alternatively, if there is no probate yet, banks may ask for an affidavit of heirshipan affidavit from a personal representative
• Government ID of the person asking to transact

How to get the SCC records you can use

1. Search the entity in the SCC Clerk’s Information System (CIS): cis.scc.virginia.gov.

2. From the CIS record, you can view filed Articles of Organization and order a Certified Copy or a Certificate of Status/Existence (Good Standing) online.

These SCC documents show legal existence and status but not member names or ownership percentages. Use them to prove the company existed and was in good standing when needed.

If the LLC’s sole member has died

When the sole member died, the bank will usually want probate documentation because the deceased person’s LLC interest becomes part of their estate unless the Operating Agreement or transfer documents provided otherwise. Typical documents the bank asks for:

• Certified copy of the decedent’s death certificate.
• Letters TestamentaryLetters of Administration issued by the Circuit Court. These identify the personal representative (executor/administrator) with authority to act for the decedent’s assets, including LLC membership interests.
• Certified copy of the Operating Agreement

For information on Virginia probate procedure and local rules, see the Virginia court system: vacourts.gov. Banks may require that probate be opened in the circuit court where the decedent lived.

Practical step-by-step checklist to present to a bank

1. Call the bank’s business or probate account department first and ask exactly which documents they require to show the decedent was the sole member.
2. Obtain a certified copy of the LLC’s Articles of Organization and a Certificate of Status from the SCC (via CIS).
3. Locate and produce the LLC’s Operating Agreement (signed copy). If the LLC did not have a written operating agreement, gather any membership certificates, meeting minutes, or signature cards that show sole ownership.
4. If the member died, get a certified death certificate and open probate if the bank requires Letters Testamentary/Administration.
5. Provide the bank with the personal representative’s ID and bank forms. Consider obtaining a short affidavit stating who the sole member was and how the interest should be handled (signed and, if required by the bank, notarized or accompanied by court documents).
6. If the bank refuses to accept available documents, ask for a written explanation of what is missing and consider consulting a Virginia attorney experienced in probate and business succession for help convincing the bank or for court action (e.g., a small estate affidavit where applicable).

Helpful hints

• Virginia does not use a Secretary of State for business filings. Use the SCC (CIS) for official filings and certificates: cis.scc.virginia.gov.
• SCC records prove existence and status, not membership. Expect to provide internal LLC records to prove sole-member status.
• If you cannot find an Operating Agreement, check for meeting minutes, membership ledgers, membership certificates, bank signature cards, or tax returns that list the sole member.
• Open a probate case quickly if the bank requires Letters Testamentary/Administration; banks follow their risk and compliance policies and will often refuse transfers without court-issued authority.
• If the bank asks for documents you don’t have, request a written list of required items so you know what to obtain or what to show a lawyer.
• Consider a short consult with a Virginia attorney if the bank refuses reasonable proof; an attorney can prepare affidavits, help obtain certified documents, or petition the court for relief.

Disclaimer: This article is for general information only and does not provide legal advice. It describes typical practices under Virginia law and common bank requirements, but banks may have different policies. For advice about a specific situation, consider consulting a licensed Virginia attorney or contacting the State Corporation Commission and your bank directly.