Proving a Deceased Family Member Was the Sole Member of an LLC — Georgia | Georgia Probate | FastCounsel
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Proving a Deceased Family Member Was the Sole Member of an LLC — Georgia

August 11, 2025 6 min read

Proving a Deceased Family Member Was the Sole Member of an LLC — Georgia

Disclaimer: This is general information and not legal advice. Consult a licensed Georgia attorney or the bank for guidance tailored to your situation.

Detailed answer

When a family member who owned an LLC dies, banks typically require documentary proof that the decedent was the sole member and proof of the legal authority of whoever is trying to access or close the LLC’s accounts. In Georgia, some of the facts that matter (and the paperwork you can get) come from the business records filed with the Georgia Secretary of State and from probate court records that show who controls the decedent’s estate.

Key facts to understand:

  • Georgia’s Secretary of State keeps public formation records for LLCs (the filed Articles of Organization and any filed amendments). Those records show the LLC’s existence and basic filing details, but they usually do not list private member ownership information.
  • Ownership (who the “members” are) is generally established by the LLC’s internal records — most importantly the Operating Agreement, member certificates, and membership ledgers. Those documents are not filed with the Secretary of State and remain with the LLC.
  • If the sole member died, membership interest is an asset of the decedent’s estate. Banks will want either the LLC documents that show the decedent was the sole member, together with a death certificate, or evidence from probate showing who has legal authority over the decedent’s assets (for example, Letters Testamentary or Letters of Administration).

Documents to get from the Georgia Secretary of State

From the Georgia Secretary of State (Corporations Division) you can obtain:

  • Filed Articles of Organization (or Certificate of Formation): A certified copy or an official printout of the filed formation document. This proves the LLC was validly formed in Georgia. Order through the Corporations section of the Georgia Secretary of State: https://sos.ga.gov/index.php/corporations.
  • Certificate of Existence / Certificate of Status: An official certificate showing the LLC was in good standing (active) on a particular date. Banks accept this to confirm the entity exists and is registered with the state.
  • Certified copies of filed amendments: If the LLC filed amendments that bear on ownership or management, obtain certified copies of those filings.

Internal LLC documents banks often require (not filed with the SOS)

  • Operating Agreement: The document that normally states who the members are, whether the LLC has a single member, and what happens on the death of a member. A certified or notarized copy is helpful.
  • Member certificate or membership ledger: If the LLC issued membership certificates or kept a membership ledger showing the decedent as the sole member, provide a copy.
  • Minutes or resolutions: Any LLC minutes or a member resolution confirming the decedent was the sole member.

Probate and estate documents banks commonly require

Because a sole member’s interest is part of the decedent’s estate, banks usually want proof that the person asking for access has the legal authority to act:

  • Certified death certificate.
  • Certified copy of the will (if any) and Letters Testamentary: If the decedent left a will and the will was probated, obtain Letters Testamentary from the Georgia probate court proving the executor’s authority.
  • Letters of Administration: If there is no will and an administrator was appointed, the Letters of Administration prove authority.
  • Small estate affidavit or other non‑administration remedy (if applicable): Georgia has procedures that sometimes let an heir collect certain personal property without full administration. Whether a small estate route works depends on the value and type of assets; check with the probate court. See general probate resources for Georgia: https://www.georgiacourts.gov/probate/.

What the bank will typically do

  1. Ask for proof that the LLC exists and is in good standing — get a Certificate of Existence or certified formation record from the Georgia Secretary of State: https://sos.ga.gov/index.php/corporations.
  2. Ask for proof the decedent owned the membership interest — provide the Operating Agreement, member certificate, or membership ledger that names the decedent as sole member.
  3. Ask for proof of authority to act on behalf of the decedent’s estate — generally a certified death certificate plus Letters Testamentary/Letters of Administration or an applicable affidavit or court order from the probate court (Georgia Probate Courts).
  4. If the Operating Agreement contains a transfer-on-death or beneficiary designation clause, the bank and/or the LLC may accept that as the path to transfer ownership; provide the agreement and any beneficiary documents.

Practical steps to take now

  1. Contact the bank’s estate or legal department and ask for a written list of the documents they require to release or close LLC accounts.
  2. Order a certified copy of the decedent’s death certificate from the state vital records office.
  3. Order a Certificate of Existence and certified copies of the LLC’s Articles/Amendments from the Georgia Secretary of State: https://sos.ga.gov/index.php/corporations.
  4. Locate the LLC’s Operating Agreement, membership certificates, and any member ledger. If you can’t find them, check with the decedent’s attorney, accountant, or the person who managed the LLC’s records.
  5. If the bank requires probate documents, open probate in the county where the decedent lived (or consult a probate attorney). The Georgia probate court page can help you locate forms and local court contact information: https://www.georgiacourts.gov/probate/.

Helpful hints

  • Ask the bank for a written checklist of required documents before you gather papers. Banks often have internal policies that vary.
  • Get certified copies. Banks commonly require certified (court or state-issued) copies of death certificates, probate letters, and certified copies from the Secretary of State.
  • If the Operating Agreement names a successor or automatic transferee, present that document first — it can make the transition much simpler.
  • If the LLC was manager‑managed and the manager is unrelated to the member, the manager may have authority to act under the Operating Agreement. Provide the bank the agreement and any manager resolutions.
  • If you cannot locate an Operating Agreement, a combination of the SOS formation record, death certificate, and probate letters is often the fallback route to prove ownership and authority.
  • Consider a short consultation with a Georgia probate or business attorney. They can tell you whether you should open probate, use a small‑estate process, or pursue another route to clear title to the LLC interest.
  • Keep originals and provide certified copies only. Keep a record of everything you send to the bank.

Useful official resources:

If you want, tell me the bank’s exact request (they often email a list). I can help you translate that list into the specific certified documents and steps you will likely need in Georgia.

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.