Detailed Answer: Which Secretary of State documents will a bank accept to show a family member was the sole member of his Alabama LLC?
Short answer: The Secretary of State can provide certified copies of the LLC’s Articles of Organization (also called the Articles or Certificate of Formation in some states) and a Certificate of Existence (often called a Certificate of Good Standing). Those two certified documents show the company was validly formed and in good standing, but they usually do NOT list members. To prove someone was the sole member, banks commonly require additional documentation that is not filed with the Secretary of State—most often the LLC’s operating agreement (or a signed affidavit or banking resolution) and, if the owner is deceased, probate paperwork (letters testamentary/administration) and the death certificate.
Why Secretary of State documents alone are often insufficient
In Alabama, the Secretary of State’s public records primarily record formation and certain amendments. The Articles of Organization and the Certificate of Existence show the company’s legal existence and basic formation facts. They generally do not list the LLC’s members or ownership percentages. Many banks want proof that a named individual was the sole owner (member) so they can approve account transfers, close accounts, or accept an executor’s instructions. Because ownership details (like an operating agreement or membership certificates) are usually kept in the company’s private records, you will often need more than just SOS records.
Secretary of State documents to obtain from the Alabama Secretary of State
- Certified copy of the Articles of Organization — a certified copy shows the version of the Articles actually filed with the Secretary of State and proves how the LLC was formed. Order a certified copy through the Alabama Secretary of State Business Services. (See: Alabama Secretary of State — Business Entities.)
- Certificate of Existence / Certificate of Good Standing — this certificate states the LLC exists under Alabama law and (if issued) is in good standing with required filings/fees. Banks often accept this to confirm the entity is active. You can request a certificate from the Secretary of State. (See: Alabama Secretary of State — Business Entities.)
- Certified copies of amendments / name changes — if membership was ever reflected by an amendment filed with the Secretary of State (rare for member lists), get certified copies of those amendments.
- UCC or other recorded filings — if ownership or security interests were recorded, those filings may provide supporting evidence. Check the Alabama SOS UCC search if relevant.
Common additional (non‑SOS) documents banks typically require to show sole membership
- Operating agreement — the LLC’s operating agreement is the most direct internal evidence of membership and ownership percentage. It usually lists members and their ownership interests. Most banks accept a copy; some want it notarized.
- Membership certificate or company resolution — if the LLC issued membership certificates or a written banking resolution naming authorized signers, bring those documents.
- EIN confirmation letter (IRS CP 575) — helps show the entity’s tax identity and its responsible party.
- For a deceased member: certified death certificate plus probate documents (letters testamentary, letters of administration, or a court order) showing who has authority over the decedent’s interest. Contact the local probate court where the owner lived; Alabama probate courts handle estate appointments.
- Affidavit of Sole Member — banks sometimes accept an affidavit signed by the sole member (or the executor if deceased) stating the member was the sole owner, ideally accompanied by a certified copy of the Articles and Certificate of Existence.
Practical steps to follow
- Contact the bank first and ask exactly which documents they require to recognize ownership or to transfer/close the account. Banks vary in what they accept.
- Use the Alabama Secretary of State’s Business Entity Search to find the LLC and confirm filings: SOS Business Search.
- Order a certified copy of the Articles of Organization and a Certificate of Existence from the Alabama Secretary of State: see Forms & Fees — Business Entities.
- Gather the LLC’s internal records: operating agreement, membership certificates, bank resolutions, EIN letter.
- If the owner died, obtain the death certificate and start or locate the probate case; bring letters testamentary/letters of administration or a court order showing authority over the estate.
- If the bank still refuses, consider getting a short attorney letter or hiring an attorney to obtain a court order establishing who controls the LLC assets (probate or other proceedings). If needed, an attorney can request certified public records and prepare the proper affidavit or corporate resolution.
Where to get certified Secretary of State documents in Alabama
Order certified copies and certificates from the Alabama Secretary of State’s Business Services online or by mail. Start here: https://www.sos.alabama.gov/business-entities. For physical certified copies, there is usually a fee and a short processing time.
Relevant Alabama law (where the records come from)
LLC formation and certain filing requirements are governed by Alabama’s LLC laws (commonly found in Title 10A of the Code of Alabama). The Secretary of State maintains formation documents and issues certificates of existence under the state’s business-entity filing rules. For the most direct access to filed documents and to order certified copies, use the Alabama Secretary of State Business Entities pages: https://www.sos.alabama.gov/business-entities.
Helpful Hints
- Always call the bank first and get a written list (email or printed) of the documents they will accept. Banks’ internal compliance rules differ widely.
- If you need to prove sole ownership and the operating agreement is missing, a combination of a certified Certificate of Existence, a certified Articles of Organization, tax documents, and an affidavit will sometimes work.
- For deceased owners, most banks will require probate documents proving the personal representative’s authority before they will release funds or change account ownership.
- Certified Secretary of State documents take time and fees—plan ahead. Use the SOS online services to expedite ordering.
- If the bank insists on a court order, consult a probate or business attorney. An attorney can request a court determination or prepare documents that banks are more likely to accept.
- Keep copies of everything. Certified documents and originals are often required when dealing with banks and probate courts.
Disclaimer
This article is for general informational purposes only and does not constitute legal advice. I am not a lawyer. For advice about a specific situation—especially if the owner is deceased or the bank refuses your documents—consult a licensed Alabama attorney or contact the Alabama Secretary of State and the probate court in the county where the owner lived.