Alaska: What Secretary of State Paperwork Proves a Family Member Was the Sole Member of an LLC? | Alaska Probate | FastCounsel
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Alaska: What Secretary of State Paperwork Proves a Family Member Was the Sole Member of an LLC?

August 11, 2025 6 min read

What Secretary of State paperwork shows a family member was the sole member of an LLC?

This FAQ explains what records banks commonly accept and what Alaska state filings can show about LLC ownership. It also explains typical next steps if the LLC’s sole member died. This is educational information only and not legal advice. For decisions that affect assets or estate matters, contact an attorney or the bank for specific requirements.

Short answer

Banks usually accept a combination of: (1) state-filed documents (Articles/Certificate of Organization and a Certificate of Status/Good Standing) from the Alaska Corporations Division, plus (2) the LLC’s internal records that actually name the owner — commonly the Operating Agreement, a membership ledger or membership certificate, and (if the member is deceased) a death certificate plus estate documents (letters testamentary, letters of administration, or a small‑estate affidavit). State filings alone often do not list members; the Operating Agreement or membership records are usually the clearest proof a person was the sole member.

Why state filings alone often aren’t enough

In Alaska, the public filings you get from the Corporations Division (often called the Articles of Organization or Certificate of Formation and the Certificate of Status) mainly prove the company was formed and is in good standing. Those filings typically show the registered agent and the organizer or filer, but not the full member list. Because ownership details are usually kept in the LLC’s internal records, banks ask for those internal records in addition to state certificates.

To find or download the state-filed documents, use the Alaska Corporations Division business search: https://www.commerce.alaska.gov/cbp/main/search/entities. For general Alaska LLC law (the Alaska Limited Liability Company Act), see Alaska Statutes Title 10: https://www.akleg.gov/basis/statutes.asp#10.50.

Documents you should collect to show someone was the sole LLC member

  • Articles of Organization / Certificate of Formation — the state-filed document that created the LLC. Obtain from the Alaska Corporations Division or via the business search link above.
  • Certificate of Status (Good Standing) — a current certificate from the state showing the LLC is active. Banks accept this to verify existence and standing.
  • Operating Agreement — the internal document that most often names members and describes ownership percentages and transfer procedures. If it names your family member as the sole member, this is powerful evidence to a bank.
  • Membership ledger or membership certificates — any internal records showing membership interests and that only one member owned 100%.
  • IRS EIN letter (CP 575) or recent tax filings — proof the LLC used the deceased member’s name or tax documents that identify the responsible owner.
  • Death certificate — if the member died, the bank will request a certified copy.
  • Estate or probate authority — letters testamentary or letters of administration from an Alaska probate court if the estate is opened; or a small‑estate affidavit if Alaska law allows and the situation qualifies.
  • Successor documents or transfer paperwork — if the Operating Agreement names a successor or has a transfer-on-death provision, provide that documentation or any executed assignment of membership interest.

How banks typically evaluate authority to access LLC accounts

Banks check two things: (1) that the LLC exists and is current with the state, and (2) that the person asking to conduct business has legal authority. If your family member was the sole member, the bank will want proof you are the person authorized to act (for example, the executor, personal representative, or successor member) and proof of the member’s ownership. If the LLC’s internal records show the decedent was the sole member and the Operating Agreement explains how ownership passes on death, banks may accept those documents plus a death certificate and proof of the successor’s authority.

If the estate is opened in probate, a bank will often require letters testamentary or letters of administration issued by an Alaska court before it releases funds or transfers ownership. If the estate is small and Alaska’s small‑estate procedures apply, a bank may accept a small‑estate affidavit. Confirm the bank’s exact requirements early; each bank applies its own internal policies as well as federal banking rules.

Typical step-by-step approach

  1. Search the Alaska Corporations Division for the LLC and download the filed Articles of Organization and any available filings: Alaska business search.
  2. Order a Certificate of Status (Good Standing) from the Corporations Division if the bank wants state confirmation of active status. Forms and instructions: Alaska Corporations Division forms.
  3. Gather the LLC’s Operating Agreement, membership ledger/certificates, and any written resolutions showing the decedent was the sole member.
  4. Obtain a certified copy of the death certificate.
  5. If the member died, determine whether probate is necessary. If you are the executor or were named in a transfer provision, bring letters testamentary or other court documents that show your authority. If eligible, consider a small‑estate affidavit (confirm Alaska’s requirements with an attorney or the court).
  6. Call the bank ahead of visiting. Ask exactly which documents they require to release funds or transfer accounts; get a list in writing if possible.

If you can’t find an Operating Agreement or membership records

If internal records are missing, ask the LLC’s registered agent, prior attorney, CPA, or the family member’s files. If nothing turns up, the bank may require a probate court order declaring successor status. In that case you’ll likely need to open an estate in Alaska and obtain letters from the court.

Relevant Alaska resources

Helpful hints

  • Call the bank first. Different banks have different requirements; asking ahead saves time.
  • Bring original documents and certified copies where possible (death certificate, letters from probate court).
  • If the Operating Agreement is missing, a membership ledger or membership certificate may do the job. If neither exists, be prepared to open probate.
  • Get a Certificate of Status (Good Standing) from the Alaska Corporations Division if the bank asks for state confirmation the LLC is active.
  • Keep a copy of everything you give the bank and get a receipt from the bank’s branch.
  • If the situation involves significant funds or disputed ownership, consult an attorney experienced in Alaska probate and business succession before acting.

Disclaimer: This content is for general informational purposes only and is not legal advice. It does not create an attorney‑client relationship. Laws, court rules, and bank policies change. For advice about your specific situation, contact a licensed Alaska attorney or the bank directly.

The information on this site is for general informational purposes only, may be outdated, and is not legal advice; do not rely on it without consulting your own attorney.