Short Answer

North Carolina Secretary of State records alone rarely prove who owns an LLC. They show the company’s formation, status, registered agent, and sometimes managers, but not members. To satisfy a bank, bring certified Secretary of State records (Articles of Organization, any Amendments, the most recent Annual Report, and a Certificate of Existence) plus the LLC’s operating agreement and internal records that name the sole member. If the member has died, the personal representative should also present Letters Testamentary or Letters of Administration showing authority to act for the estate.

How North Carolina Law Applies

In North Carolina, an LLC’s ownership (membership) is usually documented in private company records, not in the Secretary of State’s public database. The public filings confirm that the LLC exists and is in good standing and may list managers or “company officials,” but they typically do not list members. Banks therefore look for both: (1) certified Secretary of State documents to verify the entity and its status, and (2) internal LLC documents to prove who the member is or was.

If the family member who owned the LLC has passed away, the membership interest is personal property of the estate. The court-appointed personal representative (executor or administrator) holds authority to collect and manage estate assets. Banks commonly require that personal representative to show Letters Testamentary (will) or Letters of Administration (no will), along with the LLC’s operating agreement and a resolution or consent showing who is authorized to transact on the LLC account. Where the operating agreement is silent or there is no written agreement, the default LLC statute applies and the bank may ask for additional proof (for example, a membership ledger, organizer’s initial resolutions, recent tax filings showing single-member status, or a sworn statement).

Key Requirements

• Certified Secretary of State documents: Articles of Organization, any Articles of Amendment or conversion/merger filings, the most recent Annual Report, and a current Certificate of Existence (Good Standing).
• Internal LLC records: operating agreement; initial resolutions/consents; membership ledger or transfer documents identifying the sole member.
• Estate authority (if the member died): certified Letters Testamentary or Letters of Administration; certified death certificate; government ID for the personal representative.
• Banking authority: updated LLC resolution/consent naming current authorized signers or manager, consistent with the operating agreement and estate authority.
• Tax and identification items the bank may request: the LLC’s EIN letter; possibly the estate’s EIN letter if estate funds are involved.

Process & Timing

1. Download/Order NC Secretary of State records: pull the LLC’s entity detail page, order a Certificate of Existence, and request certified copies of the Articles and any Amendments. Also print the most recent Annual Report.
2. Gather internal LLC documents: locate the operating agreement, membership ledger, organizer’s initial resolutions, any buy-sell provisions, and recent tax filings that reflect single-member status (e.g., Schedule C or K-1 history).
3. If the member has died, open the estate: apply with the clerk of superior court in the county of domicile to obtain Letters Testamentary or Letters of Administration. Bring a certified death certificate.
4. Prepare banking paperwork: draft a written LLC consent or resolution naming the authorized signer/manager after the member’s death, consistent with the operating agreement and the personal representative’s authority.
5. Meet with the bank: present certified SOS documents, the operating agreement and membership proof, the Letters, and IDs/EIN letters. Expect the bank to update signers or request a court order if documents conflict.
6. Follow up: if the bank raises concerns (e.g., missing operating agreement or disputed membership), the personal representative may need a court order clarifying authority to act for the LLC interest.

What the Statutes Say

• North Carolina Chapter 57D (Limited Liability Company Act) — Sets default rules for LLCs when the operating agreement is silent. Public filings generally do not list members.
• North Carolina General Statutes § 28A-13-3 — Describes powers and duties of a personal representative, including managing estate property.
• North Carolina General Statutes § 28A-15-2 — Addresses vesting and possession of property at death and the personal representative’s role.

Exceptions & Pitfalls

• Secretary of State records rarely prove membership. Do not rely on a Certificate of Existence alone to show a sole member.
• Missing operating agreement. If none exists, be ready with other proof (organizer resolutions, membership ledger, tax filings, or a sworn statement). Banks may ask for a court order if evidence conflicts.
• Manager-managed vs. member-managed. The operating agreement and Annual Report may show managers; that does not prove ownership. Align any banking resolution with the management structure.
• Death of a sole member. The LLC generally continues, but the estate owns the membership interest. The personal representative does not automatically become manager; follow the operating agreement or default law.
• Professional LLCs. Special licensing rules can limit who may own or manage the company after death.
• Bank policies vary. Some banks require very recent certified Letters (e.g., issued within 60 days) and complete internal records before changing signers.

Helpful Hints

• Call the bank’s business banking department before your visit and ask for their exact checklist for deceased-owner LLC accounts.
• Order certified SOS documents and a current Certificate of Existence; print the latest Annual Report.
• Bring the full operating agreement, not just the signature page, and any membership ledger or transfer documents.
• If the member has died, bring certified Letters and a certified death certificate; many banks require recently issued Letters.
• Prepare a clean LLC consent/resolution naming the new authorized signer consistent with the operating agreement and the estate’s authority.
• If the bank hesitates due to unclear ownership, ask whether a short court order or additional affidavit would resolve their concern.

Sources & References

• North Carolina Estate Administration practice guide (Supplemented 10th Edition, 2024), Chapter IX: Handling Assets (LLC interests; checklists and information sheets); Chapter III: Exceptions to Formal Administration (limited PR).
• North Carolina Clerks’ estate procedures manual (2024), Chapters on initial intake and appointment of the personal representative; discussion of Letters and PR powers.
• North Carolina fiduciary litigation practice guide (2018/2022), Chapters on estate proceedings before the clerk; discovery of estate assets; overview of PR authority.

Disclaimer: This article is general information about North Carolina law, not legal advice. Reading it does not create an attorney‑client relationship.

Talk to a Probate Attorney

If you’re dealing with a bank that needs proof of a deceased family member’s sole ownership of an LLC, our firm has experienced attorneys who can help you understand your options and timelines. Call us today at (919) 341-7055.