Connecticut: What Secretary of State Paperwork Banks Accept to Prove a Family Member Was Sole Member of an LLC

Detailed Answer

Short answer: banks usually want official filings from the Connecticut Secretary of the State plus estate or probate documents after a member dies. However, Connecticut’s public business filings often do not list every member, so you may need certified copies of internal documents (for example, the LLC’s operating agreement) and probate papers to prove that your family member was the sole member.

This section explains the specific Secretary of the State records you can request, what those records typically show, and what additional documents banks commonly require in Connecticut.

1) Records you can get from the Connecticut Secretary of the State

• Certificate of Organization (Articles of Organization) – This is the record that created the LLC. It shows the company name, the organizer(s) or registered agent, and whether the LLC is manager-managed or member-managed. It does not always list every member. You can search and order copies through the Connecticut Business Services portal: https://portal.ct.gov/SOTS/Business-Services.
• Certificate of Status / Good Standing – This certificate confirms the LLC exists and is in good standing with the Secretary of the State at the moment the certificate is issued. It does not identify members, but banks often accept a certified Certificate of Status as proof the LLC was active: see the Secretary of the State certificates page: https://portal.ct.gov/SOTS/Business-Services/Certificates.
• Filed Annual Reports and Amendments – Some annual reports and filed amendments may list managers or officers. If the LLC filed an annual report or an amendment that names a member, a certified copy can help show ownership. You can view filed documents using the Secretary of the State’s online search: https://www.concord-sots.ct.gov/CONCORD/online.
• Certified copies of any filed statement, amendment, or notice – If the LLC ever filed a specific statement (for example, an amendment that added or removed a member or a statement of authority), request a certified copy. Certified copies carry the Secretary of the State’s seal and are more persuasive to third parties like banks.
• Connecticut LLC law (for what filings are public) – For how Connecticut treats LLC formation and filings, refer to the Connecticut General Statutes concerning limited liability companies. The statutory chapter is available here: https://www.cga.ct.gov/current/pub/chap_613.htm. The statutes explain what must be filed and what information the state retains.

2) What Secretary of the State records usually do NOT show

• Many states, including Connecticut, do not require public filings to include a full list of members. The Secretary of the State will often have basic formation records and some officer or manager names, but not necessarily a complete membership list.
• The operating agreement is usually an internal document and is not filed with the Secretary of the State. It can be the most direct proof that one person was the sole member.

3) Documents banks commonly require in addition to Secretary of the State filings

• Certified copies of the LLC’s operating agreement – If the operating agreement states the LLC is single-member or names the member, the bank will often accept it. Ask for a certified copy or a copy with a notarized signature from the person representing the LLC.
• IRS EIN confirmation (CP 575 or EIN letter) – Banks typically ask for the LLC’s EIN documentation from the IRS.
• If the member has died: death certificate plus probate documents such as Letters Testamentary or Letters of Administration (issued by the Connecticut Probate Court) or a court order transferring ownership. These show who has legal authority over the deceased member’s assets, including membership interest in the LLC. Connecticut probate information: https://jud.ct.gov/.
• Affidavit or court order for small estates – For small estates, Connecticut law allows procedures (small estate affidavits or summary administration) that can transfer personal property without full probate. Banks will want the appropriate probate paperwork showing the estate representative’s authority.

4) Practical steps to get what the bank needs

1. Search the LLC on the Connecticut Secretary of the State’s online business search and order certified copies of the Certificate of Organization and any filed amendments or annual reports: https://www.concord-sots.ct.gov/CONCORD/online.
2. Order a Certificate of Status (good standing) if the bank requests proof the LLC was active when the member was alive: https://portal.ct.gov/SOTS/Business-Services/Certificates.
3. Collect internal documents: operating agreement, member resolutions, bank authorization forms, and the LLC’s EIN letter from the IRS.
4. If the member died, get a certified copy of the death certificate and consult the local probate court to open an estate or obtain letters showing who can act for the estate. Connecticut Probate information: https://jud.ct.gov/.
5. Bring certified Secretary of the State copies plus the estate/probate documents together to the bank and explain you have official and certified proof of authority or ownership. If the bank still refuses, ask the bank what exact documents it needs and consider getting an attorney or the probate court to issue an order clarifying who controls the LLC interest.

5) If the Secretary of the State records don’t show the sole member

If public filings do not list members, the bank will rely on internal LLC documents and probate papers. You may need:

• A certified operating agreement or membership certificate showing sole ownership;
• Letters Testamentary / Letters of Administration or an estate court order naming the personal representative;
• A court order clarifying ownership if there is a dispute.

If the bank insists on proof that the Secretary of the State can’t provide, the bank’s legal department or your probate attorney can often resolve the issue by relying on court-issued authority.

Key Connecticut resources

• Connecticut Secretary of the State, Business Services: https://portal.ct.gov/SOTS/Business-Services
• Online business records search: https://www.concord-sots.ct.gov/CONCORD/online
• Connecticut statutes on limited liability companies (Chapter for LLC law): https://www.cga.ct.gov/current/pub/chap_613.htm
• Connecticut Judicial Branch (probate court information): https://jud.ct.gov/

Disclaimer: I am not a lawyer. This is general information only and not legal advice. For help applying these principles to your situation, consult a Connecticut attorney or the probate court.