An LLC membership certificate is a document issued by the company stating that a named person owns a membership interest, often with the percentage held. Banks and payment providers ask for it, or a similar ownership declaration, because the state filing usually does not show who owns the LLC.
Many LLCs never issue certificates. When a reviewer asks for one, the goal is a clear, signed, consistent record of ownership. Whether your LLC should issue certificates is a question for your attorney; this guide covers preparing and executing the document properly.
Why banks and payment providers ask who owns the company
Financial institutions must know who ultimately owns and controls the businesses they serve. For a corporation, share records often answer that. For an LLC, ownership sits in the operating agreement and internal records outsiders cannot see, so the reviewer asks the company to show it.
The request tends to come when you open a business account, when a payment provider reviews your account before releasing funds, and when ownership changes. Founders abroad often see it more than once, since each institution runs its own review. See our guide on answering a bank that asks who owns the company.
Membership certificate, ownership declaration, operating agreement: what is the difference?
- Membership certificate. A one or two page document, signed for the company, confirming that a person holds a membership interest.
- Ownership declaration. A signed statement listing every owner and percentage. Some banks provide their own template.
- Operating agreement. The LLC's full internal agreement, which usually includes ownership. Some reviewers accept it instead; others want both.
- Officer or member certificate. Certifies facts about the company, such as who may sign for it, often paired with a resolution.
Before preparing anything, ask the reviewer which document they need, whether they have a template, and whether it must be notarized.
What reviewers usually check
Reviewers look for consistency, not elaborate paperwork. They compare:
- the company's legal name, exactly as filed with the state, including the suffix;
- the owners' names, exactly as on their passports or IDs;
- ownership percentages, which should add up and match the operating agreement;
- the signer, who should be allowed to sign under the company documents;
- the date, which should be recent if a current declaration was requested.
A certificate that contradicts the operating agreement is the most common reason for a follow-up request. Fix the mismatch before signing.
When notarization is requested
A membership certificate is usually an internal document, often signed without a notary. Notarization comes in when the reviewer wants extra assurance about the signer's identity, more often when owners live abroad or the document goes to another country.
When notarization is required, the signer appears before a notary, online or in person, presents identification and signs. The notary verifies identity and witnesses the signature; the ownership itself remains the company's statement. If the operating agreement also needs a notarized signature, read does an operating agreement need to be notarized.
Preparing the document step by step
- Get the reviewer's exact request in writing, including any template.
- Pull the filed formation document and signed operating agreement.
- Confirm with your attorney who should sign and in what capacity.
- Prepare the document with names and percentages matching your other records.
- Gather identification for the signer, and for each owner if requested.
- Sign, and notarize if required, in a single session.
- Send the reviewer a clean scan and keep the original unless an original is requested.
Founders abroad: keeping it quick
For a founder in Karachi, Nairobi, Lisbon or Manila, the challenge is usually logistics, not the document. A few habits help:
- Ask about remote online notarization. If accepted, you can sign from your own country in a short video session.
- Ask about originals. If paper is required, the signer still signs in person before a notary, so plan how the wet-ink original will travel, usually by DHL Express, FedEx or USPS.
- Book around time zones. Choose a time that suits you and lets the reviewer receive the document during business hours.
- Keep a ready set. Keep signed scans ready; the next bank or provider will probably ask for the same thing.
The corporate and ownership documents service covers this exact request, from checking consistency to delivering the signed version.
How TR Signing Group handles it
TR Signing Group helps LLC owners in the United States and abroad answer ownership requests from banks and payment providers. TRSG checks the certificate or declaration against your company records, organizes signing and notarization online or in person in New Jersey, and ships originals internationally when the reviewer wants paper. Foreign founders can also rely on the U.S. LLC support for foreign founders. TRSG does not give legal advice on ownership; your attorney remains the reference. To get started, request a quote.
Ready when you are
Services for this guide
Corporate Ownership Documents
Bank-account ownership documentation, notarized: sole shareholder declarations, ownership confirmations, membership certificates and shareholder documents for banks, payment providers and partners. Sole shareholder declarations, ownership confirmations, membership certificates and shareholder documents executed and notarized for banks, payment providers and partners in the U.S. and abroad.
U.S. LLC Support for Foreign Founders
Foreign founders: we coordinate your U.S. or Wyoming LLC formation and execute the documents around it: operating agreement, membership certificate, Form 1583, ownership declarations, apostille.
Remote Online Notarization
Get documents notarized online by a New Jersey commissioned notary, from anywhere. Identity verification, recorded session, digital certificate. International signers welcome.
Print / Wet Ink / Scanback / Mail
We print your document in the U.S., handle wet-ink signing and notarization, scan it back the same day and mail the originals with tracking. For clients abroad and busy professionals.
Not sure which one? Book a free 15-minute video call
Questions we hear often
Does every LLC have membership certificates?
No. Many LLCs never issue them, and ownership is recorded in the operating agreement instead. Ask your attorney whether yours should.
My bank asked for a membership certificate but my LLC has none. What now?
Ask the bank whether a signed ownership declaration or the operating agreement would satisfy the request. If a certificate is required, your company can prepare and sign one that matches its records.
Who signs a membership certificate?
Usually a manager or managing member signs for the company. Your operating agreement and your attorney determine who has that authority.
Does the notary confirm my ownership percentage?
No. The notary verifies the signer's identity and witnesses the signature. The ownership details remain the company's own statement.
Can I sign from outside the United States?
Yes, often through remote online notarization or with a wet-ink original shipped internationally. Ask the bank or payment provider which format it accepts.
Notary and document-execution services only. TR Signing Group does not provide legal, tax or immigration advice and is not affiliated with USCIS or any government agency.