The Operating Agreement Controls LLC Transfers, Not Your Will
In Georgia, your LLC operating agreement is the governing document for what happens to your membership interest when you die. Your will does not override it. Your will can tell your executor to transfer the interest to a named beneficiary. That transfer happens through probate. But your operating agreement decides what the beneficiary actually receives.
Under O.C.G.A. Section 14-11-502, your operating agreement controls how membership interest is handled. Your will has to follow what the agreement says. The short version: your will moves the interest. Your operating agreement decides what the recipient gets.
What Your Will Actually Does With LLC Interest
When you die with LLC interest in your name, your will directs your executor to transfer it. The interest goes through Georgia probate. That usually takes 9 to 18 months. At the end, the beneficiary receives the interest.
The problem is what happens next. Under O.C.G.A. Section 14-11-506, a deceased member’s beneficiary holds only assignee rights. Not full membership. Not voting rights. Not management authority. They inherit an economic stake, but not a seat at the table. See What Happens to a Georgia LLC When the Owner Dies for the full picture of what happens to the LLC itself.
What Assignee Rights Only Means in Practice
Say your spouse receives your LLC interest through your will. Here is what that means the day probate closes.
1
They Receive Distributions
If the LLC pays out profit to members, your spouse gets their share. This is the only right the will secures.
2
They Cannot Vote or Manage
Your spouse cannot attend member meetings or vote on business decisions. They cannot sign contracts for the LLC or direct operations.
3
They Cannot Become a Full Member Without Consent
Under O.C.G.A. Section 14-11-503, becoming a full member with voting rights usually needs unanimous consent from the existing members, unless the operating agreement says otherwise.
Multi-Member LLCs: Co-Owners Can Block Your Will’s Intent
In a multi-member LLC, the operating agreement often includes a right of first refusal. When you die, your co-owners can buy your interest first. They usually have 30 to 60 days to decide.
This restriction has a name: the pick-your-partner principle. Georgia LLC members choose who they go into business with, and that choice does not automatically extend to your heirs. Unless your operating agreement names your spouse or child as a permitted transferee, the other members can hold them to assignee rights indefinitely, even without using a right-of-first-refusal clause.
Your will can still name your spouse as the recipient. But if your co-owners use that right, your spouse gets the buyout money instead of the interest itself. The will gets overridden. Not illegally. Contractually, because that right was agreed to when the operating agreement was signed.
For multi-member LLCs, a buy-sell agreement solves this more directly than operating-agreement language alone. It sets a purchase price, a funding source, often life insurance, and a timeline in advance, so your co-owners are not negotiating with your spouse during a crisis. See What Is a Buy-Sell Agreement in Georgia for how this works alongside your operating agreement.
The Pour-Over Will Does Not Solve This
Many Atlanta business owners use a pour-over will. It sends all assets into a revocable trust at death. The assumption is that this captures the LLC interest with no court involvement.
That assumption has two problems. A pour-over will still has to go through probate first. The LLC interest sits in probate for 9 to 18 months before it reaches the trust. And once the interest reaches the trust, the operating agreement still governs it. If the agreement does not allow trust ownership, the trust only gets money rights, just like any other heir.
The Fix: Align Your Operating Agreement and Estate Plan
Two steps are required together.
1
Add Successor-Member Language
Your operating agreement should name who becomes a full member when you die. It should grant full rights right away, with no co-owner consent needed.
2
Transfer the LLC Interest Into Your Trust Now
If your trust owns the interest during your lifetime, there is nothing left to transfer at death. The interest never touches probate. Your successor trustee takes over right away.
Before making that transfer, confirm your operating agreement allows trust ownership. See 6 LLC Operating Agreement Succession Problems Georgia Business Owners Miss for the provisions to check first, and Problems With Business Succession Plans in Georgia for the full list of gaps this creates. If you are ready to fix both documents, our business succession planning service builds the plan around what your LLC needs. See what estate planning costs for a business owner for exact pricing.
