How to prove sole LLC membership with Secretary of State paperwork in Arkansas
Detailed Answer
This explains which public and non‑public documents you can use to show a bank that a deceased or living family member was the sole member of a limited liability company (LLC) formed in Arkansas, and how to obtain them from the Arkansas Secretary of State (SOS) and other sources. This is general information, not legal advice.
What the SOS can and cannot show
The Arkansas Secretary of State keeps and will provide copies of the LLC’s formation filings and certain certificates, such as:
- Articles of Organization (or Certificate of Organization) — the document filed to form the LLC. It shows the LLC’s legal name, registered agent, and filing date. It usually does not list members.
- Certificates of Existence / Good Standing — an official SOS certificate that shows the LLC is (or was) properly registered with the state at a given time. Banks accept this as proof the LLC existed as a state entity.
- Filed amendments and annual reports — any amendments the LLC filed that might reflect changes to manager/management structure or the registered agent.
You can search and order certified copies or certificates through the Arkansas SOS Business & Commercial Services pages. See: Arkansas SOS — Business Entity Search and Arkansas SOS — Business & Commercial Services.
What actually proves who the sole member was
Member ownership information is typically not required to be filed with the SOS and therefore is not publicly available on the SOS record. Instead, ownership is shown by the LLC’s internal records and estate/probate documents. Key items the bank may request include:
- Operating Agreement — this internal document usually lists members and their ownership percentages or states that the LLC is single‑member. It is not filed with the SOS but is the primary company record showing membership.
- Membership ledger or record of members — many LLCs maintain a member ledger or membership certificates showing the sole member.
- EIN confirmation letter (IRS CP 575 or SS‑4 confirmation) — shows the IRS recognition of the LLC and the entity’s EIN; sometimes helpful in bank processes. See IRS.
If the member has died
If the family member is deceased, banks usually need proof both of the person’s status as the LLC’s sole member and of your authority to act for the estate or successor:
- Certified death certificate for the member.
- Letters Testamentary or Letters of Administration (probate court documents) — issued by the probate court to an executor or administrator. Banks commonly require these to allow the estate representative to access or transfer business accounts or membership interests.
- Court order transferring the LLC interest or small‑estate affidavit — if the estate qualifies for a small‑estate process, some banks will accept an affidavit or statutorily permitted document instead of full probate.
- Certified copies of assignment or transfer documents — if the deceased member’s interest was assigned to an heir by will or other instrument, provide the certified assignment along with probate proof.
Probate processes and how to obtain Letters Testamentary are handled by Arkansas’s courts. See the Arkansas Judiciary site for local probate information: Arkansas Judiciary.
Typical bundle to present to a bank
To reduce back-and-forth with the bank, gather a complete packet:
- Certified copy of the LLC’s Articles of Organization from the Arkansas SOS.
- Current Certificate of Existence / Good Standing from the Arkansas SOS.
- Certified copy of the decedent’s death certificate (if applicable).
- Certified Letters Testamentary / Letters of Administration showing who is authorized to represent the estate, or equivalent court order.
- Company internal records that demonstrate sole membership: Operating Agreement, membership ledger, membership certificates, or an affidavit from an authorized representative.
- Government ID for the person making the request and the estate representative.
- IRS documents showing the LLC’s EIN, if requested by the bank.
Because banks set their own thresholds and risk policies, some will also ask for a certified copy of the will and any court filings that show who inherits the business interest.
How to get certified SOS documents in Arkansas
Use the Arkansas SOS Business Entity Search to locate the LLC, then request certified copies or a Certificate of Existence. The SOS explains how to order certified copies and Certificates of Existence on its Business & Commercial Services pages: Request certified copies and certificates — Arkansas SOS.
What to do if the SOS record doesn’t show members
If the SOS record does not list members (the usual case), explain to the bank that membership is shown in the LLC’s internal records, not in public filings. Provide the operating agreement and membership ledger and, if needed, a sworn affidavit from the estate’s representative attesting to sole ownership. If the bank still refuses, you can:
- Ask the bank for a written list of required documents and the reason for any additional requests.
- Provide certified copies of probate documents or a court order clarifying ownership.
- Speak with an attorney experienced in Arkansas probate and business law to prepare the necessary affidavits or motions for the probate court.
Relevant Arkansas authorities
Arkansas’s LLC formation and filing requirements are governed by state statutory law and SOS rules. For primary sources, consult:
- Arkansas Secretary of State — Business & Commercial Services: https://www.sos.arkansas.gov/business-commercial-services
- Search and order entity records at: https://www.sos.arkansas.gov/business-commercial-services/search-business-entities
- Arkansas General Assembly / Arkansas Code (search Title on business entities and probate matters): https://www.arkleg.state.ar.us/
- Arkansas Judiciary — probate and court contacts: https://www.arcourts.gov/
Helpful Hints
- Always ask the bank for a written list of required documents. That avoids surprises.
- Start with SOS certified documents (Articles of Organization and Certificate of Existence). These are quick to order online and show the LLC existed and was in good standing.
- Collect the LLC’s internal documents (Operating Agreement and member ledger). If you cannot find them, talk to the LLC’s registered agent or the person who handled company records before the owner’s death.
- If the owner died, get a certified death certificate and consult the probate court about Letters Testamentary or small‑estate procedures in Arkansas.
- If the bank insists on public proof of membership that the SOS cannot provide, request the bank accept certified internal documents plus probate proof or obtain a court order clarifying the estate’s ownership interest.
- If the matter is contested (other heirs, unclear documents), hire an Arkansas attorney experienced in probate and business law to represent the estate or the successor in interest.