Disclaimer: This is general information, not legal advice. I am not a lawyer. For legal advice about your situation, contact a licensed West Virginia attorney.

Overview of the legal framework in West Virginia

When the sole member of a single‑member limited liability company (LLC) dies, the deceased member’s ownership is part of the probate estate. West Virginia’s Limited Liability Company Act (see Chapter 31B of the West Virginia Code) governs how membership interests and related rights are treated. The state’s probate laws govern how an executor or personal representative transfers property from the estate to heirs or beneficiaries. See the West Virginia Code, Title 31B for LLC law and the West Virginia Code provisions governing wills and administration for probate procedures:

• West Virginia LLC Act (Title 31B): https://code.wvlegislature.gov/31B/
• West Virginia statutes and resources on probate and estates: https://code.wvlegislature.gov/44/ (see local probate rules and forms as needed)
• West Virginia Secretary of State — Business Division (for filings and business records): https://sos.wv.gov/

Key legal points to understand

• Membership interest vs. transferable (economic) interest: Under LLC law, an ownership stake has two components: (A) the economic or transferable interest (right to profits and distributions) and (B) the status and governance rights of being a member. A transfer of economic rights does not always automatically make a transferee a full member with voting/management rights unless the operating agreement or the LLC statutes allow it.
• Operating agreement controls: The LLC’s operating agreement (if any) usually sets rules for what happens when a member dies — whether the estate or beneficiaries succeed as member(s), whether the LLC dissolves, or whether others (e.g., managers or remaining members) have buyout rights. Always read the operating agreement first.
• Probate estate control: If the deceased owned the membership interest in their individual name (not held in a trust), the interest is estate property. The personal representative appointed by the probate court handles estate assets and will effect transfers under the will or intestacy rules.
• Potential effect on the LLC: Depending on the operating agreement and state law, the death of the sole member can trigger dissolution or give the estate temporary rights to continue the LLC while the executor administers the estate. The operating agreement or the statute may permit continuation without dissolution.

Practical step‑by‑step process to transfer an inherited single‑member LLC interest in West Virginia

1. Locate governing documents. Find the LLC’s articles of organization and the operating agreement. These documents often set the controlling rules for transfer on death, buyouts, and continuation.
2. Open probate (if not already open). If the membership interest is not held in a revocable trust or transfer‑on‑death vehicle, the executor or personal representative must open probate in the county where the decedent lived. The probate court issues letters testamentary or letters of administration that give authority to act for the estate.
3. Confirm what passes through probate. Determine whether the will (or intestacy law, if no will) gives the membership interest to a particular person or divides it among heirs. The probate court recognizes those directions and supervises transfer of estate property, including membership interests.
4. Identify what can be transferred. If the operating agreement or state law separates economic rights from governance rights, the executor may transfer only the economic (transferable) interest to a beneficiary. If the beneficiary should become a full member (with management or voting rights), the operating agreement or the remaining members/managers may need to approve that change.
5. Communicate with the LLC (management or registered agent). Provide the LLC with a certified copy of the death certificate, the letters testamentary/administration, and any assignment or acceptance documents the estate uses. The LLC’s records should be updated to reflect the estate’s or beneficiary’s interest.
6. Complete transfer paperwork. Prepare an assignment of membership interest or other transfer instrument reflecting the will or probate court order. The executor signs on behalf of the estate. If the transferee will become a full member, prepare a membership acceptance and update the operating agreement or membership ledger as appropriate.
7. File or update public records if necessary. Membership changes are often internal matters and do not always require a filing with the West Virginia Secretary of State. However, if the articles of organization or annual report list the member or managers and require updating, submit the appropriate amendment or annual report as required by the Secretary of State.
8. Resolve creditor claims and taxes before final transfer. The executor must pay legitimate estate debts and taxes. A clean transfer usually occurs after creditor claims and tax obligations are resolved or a plan for payment is in place.
9. If there is a dispute, seek court resolution. If heirs, beneficiaries, managers, or third parties dispute the transfer, the probate court and/or a civil court can resolve disputes about interpretation of the will, operating agreement, or the validity of transfers.

Common scenarios and how they play out

Here are typical fact patterns and likely outcomes under West Virginia practice:

• Decedent left the membership interest to a named person in a will: The executor, once appointed, transfers the interest to the beneficiary per the will, subject to operating agreement restrictions and probate creditor claims.
• Decedent left the interest in a trust: If the membership interest is titled in a trust, transfer may occur outside probate based on the trust terms. The trustee follows the trust terms and the LLC operating agreement.
• No will (intestate): The estate passes under West Virginia intestacy rules. The personal representative transfers the membership interest to heirs as directed by the probate court.
• Operating agreement forbids transfer of governance rights: The estate or beneficiary may receive only the economic interest until the LLC consents to full membership; absent consent, the transferee gets distributions but not management powers.
• Single‑member LLC and the operating agreement calls for dissolution on death: The LLC may dissolve automatically unless the agreement or members (if any) provide a continuation mechanism. The executor must follow the dissolution and winding up rules in the operating agreement and state law.

Documents you will likely need

• Certified copy of the decedent’s death certificate.
• Certified letters testamentary or letters of administration from the probate court.
• Copy of the will (if any) and the operating agreement and articles of organization.
• Assignment of membership interest / acceptance of membership forms signed by the executor and transferee.
• Updated membership ledger and any amended operating agreement or membership certificates.
• Proof of tax clearance or plan to satisfy estate tax liabilities if applicable.

When to hire an attorney

Consider hiring an attorney if any of these are true:

• The operating agreement is unclear or silent about transfers on death.
• The LLC’s managers or other members dispute the transfer or claim the estate cannot become a member.
• The matter involves significant business value, creditor claims, or potential estate tax issues.
• Someone is contesting the will or you anticipate litigation.

Helpful Hints

• Read the operating agreement first. It often answers the most important questions about succession and buyouts.
• Open probate promptly. The executor needs authority (letters) to transfer estate property legally.
• Keep corporate records current. Provide the LLC with certified letters and a death certificate to document the transfer legally.
• Consider holding membership interests in a revocable trust to avoid probate in the future.
• Document any buyout agreement in writing and amend the operating agreement accordingly.
• Check whether an amendment or updated annual report is required with the Secretary of State after the transfer: https://sos.wv.gov/
• Get a legal review if more than one person claims the interest or if the LLC has debts or contingent liabilities.

If you want, I can outline a sample assignment form, a checklist of documents for the executor, or a plain‑language list of questions to ask an attorney in West Virginia.

Reminder: This information is educational and does not replace advice from a licensed attorney who can apply West Virginia law to your facts.