Short answer (overview)

If the sole member of a single‑member Ohio LLC dies, the member’s membership interest becomes part of the deceased person’s probate estate. The personal representative (executor or administrator) appointed by the probate court will handle the interest according to the decedent’s will or Ohio intestacy rules. Whether an heir or devisee immediately becomes a full member, or only receives an economic (financial) interest, depends on the LLC’s operating agreement and Ohio law. Often the estate or transferee initially holds only the right to distributions (an assignee) and will need the consent of the LLC (or follow the operating agreement) to become a full member with management rights.

Detailed answer — step by step under Ohio law

1. Identify the controlling documents

Before taking any action, locate and read these documents:

• The LLC operating agreement (primary source of rules about transfers, death, buyouts, and succession).
• The LLC’s articles of organization and any amendment or buy‑sell agreements.
• The decedent’s will (if any) and any trust documents.

2. Open probate or appoint the personal representative

If the decedent left assets requiring probate distribution (including the membership interest unless it passes outside probate), the probate court will appoint a personal representative (executor or administrator). The personal representative has the authority to collect estate assets and transfer them according to the will or Ohio intestacy rules. See Ohio probate statutes for estate administration procedures: Ohio Rev. Code Chapter 2107 (wills) and Chapter 2113 (descent and distribution). For Ohio LLC law, see Ohio Rev. Code Chapter 1706 (limited liability companies).

Helpful statutory references (state code):

• Ohio Rev. Code Chapter 1706 (Limited Liability Companies): https://codes.ohio.gov/ohio-revised-code/chapter/1706
• Ohio Rev. Code Chapter 2107 (Wills and probate process): https://codes.ohio.gov/ohio-revised-code/chapter/2107
• Ohio Rev. Code Chapter 2113 (Descent and distribution): https://codes.ohio.gov/ohio-revised-code/chapter/2113

3. Determine what passed through probate versus what transfers automatically

The LLC membership interest typically is a personal property asset of the decedent and will pass according to the will or by intestacy if it is not held in a trust or otherwise designated to pass outside probate. If the membership interest was assigned by a transfer‑on‑death or held in a revocable trust, it might avoid probate.

4. Understand the difference between an “assignee” and a “member”

Under typical LLC rules (and commonly under Ohio LLC practice), a person who receives a membership interest by inheritance may receive only economic rights by operation of default rules — that is, the right to receive distributions — while managerial rights (voting, management, the title “member”) remain subject to the LLC’s operating agreement or consent of the other member(s). This matters especially when the LLC was a single‑member entity:

• If the operating agreement permits automatic substitution or names a successor, the devisee may step in as full member.
• If the agreement requires consent of other members to admit a new member, and there are no other members (single‑member LLC), the operating agreement may specify what happens on the member’s death (for example, dissolution, continuation by the estate, or transfer to a named person).
• If the operating agreement is silent, the personal representative typically controls the estate’s interest and may need to act (seek consent or wind up the company) consistent with the LLC rules and probate court orders.

5. Typical practical routes to transfer the interest

Practical options you will encounter:

• Follow the operating agreement buy‑sell or succession provision. Often it specifies a buyout price, valuation method, or a right of first refusal for remaining members.
• If the LLC continues and the operating agreement allows, the personal representative or devisee may be admitted as a full member (with management rights) by meeting the admission conditions in the agreement or by unanimous consent of remaining members.
• If the LLC must be wound up (for instance, the operating agreement says the company dissolves upon the death of the sole member), the personal representative should oversee winding up, selling the business, and distributing proceeds to heirs through probate.
• In many cases the estate sells the membership interest to a third party — the personal representative executes an assignment of the decedent’s interest and transfers the economic rights. Admitting the buyer as a member usually requires compliance with the operating agreement or member consent.

6. Documents you will likely need

• Certified death certificate.
• Letters testamentary or letters of administration from the probate court showing the personal representative’s authority.
• Copy of the operating agreement and LLC ledger or membership certificates (if any).
• Assignment of membership interest or written consent by the LLC/members admitting a transferee as member (if required).
• Any court order directing distribution of the membership interest (if probate court involvement is needed to resolve a dispute).

7. Notify the LLC and update records

Once the personal representative or transferee has authority, notify the LLC in writing, provide the probate documents, and ask the LLC to update its membership ledger and records. Ohio filings with the Secretary of State normally concern formation and registered agent — they do not typically record membership changes — but you may need to update contact information or file any required biennial or annual reports through the Ohio Secretary of State.

Ohio Secretary of State business services: https://www.sos.state.oh.us/businesses/

8. Consider tax and business continuity issues

Tax and financial topics to check:

• Estate tax filing: Ohio does not currently have a state estate tax, but federal estate tax may apply depending on the value of the estate.
• Income tax basis: the estate or heirs may receive a stepped‑up basis in the business assets — consult a tax advisor or CPA.
• Business continuity and creditors: the personal representative must consider creditors and outstanding obligations; the LLC’s contracts and lenders may have default or consent provisions triggered by a member’s death.

9. What if the LLC resists admitting the heir as a member?

If the LLC refuses to admit the heir and the operating agreement requires member consent, the estate may be limited to economic rights only. In that case the personal representative can:

• Seek to negotiate a buyout under any buy‑sell language or valuation method in the operating agreement.
• Ask the probate court for instructions or approval to sell the interest if negotiation fails.
• Consider initiating a court proceeding to resolve disputes about the estate’s rights in the LLC (this should be a last resort after negotiation).

Helpful hints

• Start by locating the operating agreement; it usually controls what happens when a member dies.
• Obtain certified copies of the death certificate and letters testamentary/administration before contacting banks, the LLC, or third parties.
• If the LLC is the decedent’s main asset, open probate early so the personal representative can preserve the business value and avoid creditor problems.
• Do not sign or accept an assignment or transfer document until you confirm who has authority from the probate court.
• Consider a valuation from a qualified business valuator if the operating agreement lacks a valuation method and a buyout or sale is likely.
• Work with both an Ohio business/estate attorney and a tax advisor. Estate transfers of business interests commonly have complex legal and tax consequences.
• If time and money allow, see whether the LLC’s members will agree to admit the heir to preserve continuity; many disputes are resolved by negotiated buyouts or admission terms.