Shawn Breyer
When someone passes away, it can be confusing to figure out what happens to the things they owned—especially a business like an LLC.
If you’re here, you’re probably dealing with a family member’s LLC or trying to plan ahead.
Maybe no one left clear instructions, and now you’re stuck trying to figure out what happens next.
This guide walks you through exactly what to expect and what steps to take, even if you’re not working with a lawyer.
Avoid the delays, expenses, and public exposure of probate.
Schedule your free, no-pressure Estate Planning Roadmap Call today.
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Probate is the legal process of handling someone’s estate after they die. That includes paying off debts, gathering assets, and transferring ownership to heirs or beneficiaries. In Georgia, probate happens in the county where the person lived.
Why it matters: If an LLC is part of the person’s estate, probate can delay business decisions, tie up bank accounts, and create stress for the people left behind.
Here’s the short answer:
The LLC itself doesn’t go through probate—but the deceased person’s ownership interest in the LLC does.
Think of it like this:
This depends on what the operating agreement says.
An operating agreement is a document that outlines how the LLC is run. It includes rules about what happens if a member dies or leaves the business.
Here are the two main paths:
Example: If the agreement says the LLC must buy out the deceased member’s interest, then the estate would get paid for their share, and the LLC would move on.
Yes—but you have to plan ahead. Here are a few options:
Option 1: Update the Operating Agreement
Make sure the LLC has clear instructions for what happens when a member dies. Spell out:
Option 2: Assign the LLC to a Trust
A trust is a legal tool that holds assets for someone’s benefit. If the person transfers their LLC interest into a trust while they’re alive:
Practical Tip: If you own an LLC, talk to a lawyer about putting it into a revocable living trust. This is one of the best ways to keep your family out of court.
If there’s no trust and no clear operating agreement, the executor or administrator of the estate will control the LLC membership interest during probate.
But remember—this person doesn’t automatically get to run the business. They may need court approval or agreement from the other members.
Tip: If you’re the executor, open a separate bank account for the estate to keep business and estate finances clean.
If the LLC has multiple members, things can get tricky.
Without a good operating agreement:
Best Practice: Always include a death clause in your operating agreement. It can protect everyone involved and prevent future headaches.
Here are questions people ask us when trying to figure out how to probate a business in Georgia.
Yes. If the deceased person was the only one with access to the account, the bank may freeze it until probate opens and someone is officially appointed to manage the estate.
Only if the court allows it or if the will gives the executor that power.
You may need to ask the probate judge for permission.
The LLC membership interest becomes part of the estate and goes through probate.
The executor will likely need court permission to sell, dissolve, or transfer the business.
Probate can take 12-24 months, or longer if someone contests it or if there are complications.
Whether you’re trying to protect your LLC now or dealing with a loved one’s business after they’ve passed, we can help.
Book a free strategy call with our team.
We’ll help you:
👉 Book Your Free Strategy Session
Let’s take this off your shoulders. You don’t have to do it alone.
Avoid the delays, expenses, and public exposure of probate.
Schedule your free, no-pressure Estate Planning Roadmap Call today.
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Our Georgia probate lawyers work remotely, so you don’t have to visit an office. Here are all the counties we serve in Georgia.
