We have a single-member LLC that would like to add an authorized signer, who is the sole member’s spouse. Can we do that? How would the account transfer on the death of the LLC sole member?

Yes, an LLC may establish an authorized signer for its account. We recommend following your bank’s procedures for adding an authorized signer to a business account (which should include obtaining a resolution from the LLC authorizing that individual to act as a signatory for the LLC).

The LLC’s articles of organization may specify how the account should be distributed after the death of the sole member. Or, if the articles of organization do not address this, the sole member’s personal representative (such as an executor or administrator) would decide how to dissolve the LLC or could agree in writing to continue the limited liability company after the sole member’s death.

For resources related to our guidance, please see:

  • National Bank of Monticello v. Quinn, 126 Ill.2d 129, 137 (1988) (“Is the indorsement of a general partner who is a listed signatory on the partnership’s bank signature card without more sufficient to establish an authority to deal with a check in any manner he so chooses? We answer that question in the negative.”)
  • Limited Liability Company Act, 805 ILCS 180/35-3 (The version of this section that becomes effective July 1, 2017 states that “if there are no members, the legal representative of the last remaining member may, within one year . . . , agree in writing to continue the limited liability company. In that event, the legal representative or its nominee or designee will be admitted to the company as a member and the company will not be dissolved or its business wound up until the occurrence of a future event of dissolution, if any.”)