Detailed Answer — Who controls what when an owner dies?

When an owner of a Florida limited liability company (LLC) dies, two documents commonly affect who ends up with the economic value and the management rights of that owner’s LLC interest: the owner’s will and the LLC’s operating agreement. Which document governs depends on how the operating agreement is written and on state law.

Key legal principles (Florida)

• The operating agreement is a contract among members that typically governs membership rights, transfer restrictions, buy‑sell provisions, and admission of new members. See the Florida Revised Limited Liability Company Act for the statutory framework governing LLCs: Florida Statutes Chapter 605.
• A will disposes of probate property — that is, interests that pass under probate processes. A will cannot unilaterally change contractual rights created by the operating agreement to the extent contract terms limit the will’s effect.
• If the operating agreement restricts transfers (for example, requiring member consent, giving other members a right of first refusal, or mandating buyouts on death), those provisions generally operate even if the decedent’s will attempts to leave the interest to someone else. The transferee named in the will may receive only the deceased member’s economic interest (e.g., rights to distributions) but not automatic membership or management rights unless the LLC’s rules allow admission.

How this plays out in common scenarios

Below are typical outcomes under Florida law depending on how the operating agreement treats transfers on death.

• Operating agreement allows unrestricted transfer: If the agreement permits transfer on death and admission procedures are straightforward, the named beneficiary in the will may receive both the economic interest and membership rights (subject to any admission steps the agreement requires).
• Operating agreement imposes transfer restrictions or buy‑sell rights: If the agreement requires member consent, gives remaining members a right of first refusal, or provides for a mandatory buyout when a member dies, the person named in the will often receives only a transferable financial claim (the right to distributions or purchase proceeds). Remaining members may acquire the deceased’s management or membership rights under the agreement’s procedures.
• Agreement is silent: If the operating agreement does not address death or transfer, state default rules in the Florida LLC statute and the company’s formation documents control. Often a transferee receives economic rights but not immediate membership. See Chapter 605, Florida Statutes: https://www.leg.state.fl.us/…

Practical consequences for your son

Even if a will names your son as the recipient of your LLC interest, he may only receive:

• an economic interest (right to receive distributions), and/or
• a claim to be admitted as a member if the operating agreement and other members allow it, or
• the cash value of the interest if the agreement requires a buyout on death.

In short: a will cannot always ‘‘override’’ the operating agreement. Contract terms in the operating agreement commonly limit what a will can accomplish.

Relevant Florida law sources

Florida’s LLC rules and probate laws provide the framework that courts use to resolve these conflicts. See:

• Florida Revised Limited Liability Company Act (Chapter 605): https://www.leg.state.fl.us/statutes/Chapter605
• Florida probate and estate statutes (wills, probate process, and intestacy rules): https://www.leg.state.fl.us/statutes/Chapter732

Estate planning options to ensure your son receives the intended benefit

If you want your son to receive the full membership interest (including voting/management rights) on your death, consider these commonly used approaches:

• Amend the operating agreement (while you have authority) to permit transfers on death or to name your son as an approved transferee.
• Transfer your interest during life (sale or gift), or place the interest into a revocable living trust that names your son as successor trustee/beneficiary and that the LLC will recognize under its admission terms.
• Adopt or negotiate buy‑sell terms that define how death transfers occur and how valuation and payment will work.
• Prepare a will and coordinated business documents so that probate outcomes match the company’s rules (or change company rules first).

Short example (hypothetical)

Suppose an LLC operating agreement states: ‘‘On a member’s death, the company may repurchase the deceased member’s interest at fair value; the deceased’s heirs shall not automatically become members.’’ If the owner’s will leaves the interest to a son, the son would likely receive the buyout proceeds or the right to distributions but would not automatically become a member unless the remaining members agree.

Helpful Hints — What to do next

• Locate and read the LLC operating agreement and the articles of organization. Identify any death, transfer, buyout, or right‑of‑first‑refusal clauses.
• Check whether the LLC keeps a membership ledger and whether transfers require formal admission of new members.
• If you want your son to gain management rights, consider amending the operating agreement now or transferring the interest into a trust that the LLC will accept.
• Consider valuation and liquidity: if the operating agreement requires a buyout, make plans for how the company will fund that buyout (insurance, escrow, installment payments).
• Coordinate estate planning: wills, trusts, and business documents should work together to avoid unintended results.
• Keep thorough records and notify co‑members or managers about your estate plan when appropriate to avoid disputes after death.

When to get professional help

Contact an estate planning attorney and an attorney familiar with business/LLC law if you want to:

• amend an operating agreement,
• draft a trust that holds LLC interests, or
• structure a buy‑sell or funding arrangement to protect heirs.