The Short Answer

If your Florida LLC operating agreement is silent, your ownership interest generally becomes part of your estate at death—but your heirs typically do not automatically step into your shoes as a voting/management member. In many cases, they receive only the economic rights (the right to distributions), unless the other members (or the operating agreement) allow them to be admitted as members.

What Florida Law Says

Florida’s Revised LLC Act separates (1) the right to receive money from the LLC (distributions) from (2) the right to participate in management and access company information. When a member dies, the estate’s representative can act to administer the deceased member’s LLC interest, but that does not necessarily mean the family becomes a decision-maker in the business.

The Statute

The primary law governing this issue is Fla. Stat. § 605.0502.

This statute establishes that a transfer of a member’s transferable interest does not entitle the transferee to participate in management or conduct of the LLC’s affairs—only to receive distributions the transferor would have received.

Relatedly, Florida law also gives the deceased member’s legal representative authority to exercise the member’s rights for estate administration purposes. See Fla. Stat. § 605.0504.

Why You Should Speak with an Attorney

While the statutes provide the general rule, applying it to your specific LLC and estate plan is rarely simple. Legal outcomes often depend on:

• Strict Deadlines: If the LLC interest ends up in probate, the timing of probate administration and creditor issues can affect distributions and business operations. If there is no effective will, Florida’s intestacy rules control what passes through the estate. See generally Fla. Stat. § 732.101.
• Burden of Proof: Disputes often turn on what the operating agreement actually says about transfers, buyouts, valuation, and admission of new members—and whether the LLC properly recognizes the estate or transferee (Florida law also notes the LLC need not give effect to transferee rights until it has notice of the transfer). See Fla. Stat. § 605.0502.
• Exceptions: Many LLCs have separate buy-sell terms, restrictions on transfer, or consent requirements that can change the outcome. A transfer that violates an operating-agreement restriction can be ineffective against someone with knowledge/notice of the restriction. See Fla. Stat. § 605.0502.

When an operating agreement is silent, families are often surprised to learn they may inherit the value of the interest without inheriting the control that goes with membership. An attorney can review the operating agreement, confirm what is actually transferable, coordinate probate, and help prevent a business deadlock or a forced dispute with the surviving members.

If you’re also trying to understand what transfers automatically at death versus what goes through probate, you may find this helpful: Do joint bank accounts and jointly owned property automatically transfer at death without a will in Florida?

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Disclaimer: This article provides general information under Florida law and does not create an attorney-client relationship. Laws change frequently. For legal advice specific to your situation, please consult with a licensed attorney.