Detailed Answer: How transfer works under Florida law

When the sole member of a Florida single-member LLC dies, that person’s ownership interest is property of the decedent’s estate and will pass according to the decedent’s will or Florida intestacy law. The process involves both probate (to give authority to a personal representative) and LLC law (to determine whether the heir becomes the LLC member or only receives an economic interest).

1. Membership interest vs. transferable (economic) interest

Under Florida’s Revised Limited Liability Company Act (Chapter 605, Florida Statutes), an owner’s rights break into two broad pieces: economic rights (rights to distributions) and governance rights (the right to be a member and to participate in management). Generally, a person who receives an assignment of a deceased member’s economic interest is an assignee and does not automatically become a member entitled to manage the LLC unless the operating agreement or the LLC admits that person as a member. See Florida LLC law: Chapter 605, Florida Statutes (https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0605/0605.html).

2. Probate and the personal representative

The decedent’s membership interest passes through probate unless the interest was held in a revocable trust or otherwise transferred outside probate. The personal representative appointed by the probate court obtains authority to marshal estate assets, including LLC interests, and to take necessary steps such as transferring an asset, selling it, or pursuing admission of a successor as a member. See Florida probate procedures: Chapter 733, Florida Statutes (https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0700-0799/0733/0733.html).

3. What actually happens to the LLC?

Possible outcomes when the sole member dies:

• The successor named in the operating agreement becomes a member immediately if the agreement provides for automatic substitution.
• The estate (through the personal representative) may be admitted as a temporary member or allowed to exercise economic rights until the probate process transfers the interest to the beneficiary.
• If no one can or will be admitted as member and the operating agreement requires a member for the LLC to continue, the LLC may be dissolved or wound up under the terms of the operating agreement and Chapter 605.

4. Practical legal steps to transfer or secure the interest

1. Locate and review the LLC’s operating agreement and articles of organization. These documents often control whether a transferee becomes a full member, whether the interest can be sold, and whether the LLC terminates on the death of the sole member.
2. Open probate (if not already open). The personal representative needs letters testamentary or letters of administration to act for the estate and transfer estate property.
3. Communicate with the LLC. Provide the LLC’s manager or registered agent with a copy of the death certificate and the personal representative’s letters. Ask what the LLC’s procedures are for admitting a transferee or for recording an assignment.
4. If the estate is to transfer the economic interest only, prepare a written assignment of the transferable interest and record it in the LLC’s records. If the heir should be admitted as a member, obtain the LLC’s written consent or follow any admission procedure in the operating agreement.
5. Update company records. After transfer or admission, update the member ledger, operating agreement schedules, and any required filings with the Florida Department of State if the membership change affects the statement of managers or agent information.
6. Address tax and bank requirements. Changing the member of a single-member LLC can affect federal tax classification. Consult a tax advisor and review IRS guidance about whether a new Employer Identification Number is required (see: https://www.irs.gov/businesses/small-businesses-self-employed/do-you-need-a-new-ein).

5. When the heir cannot be admitted

If the operating agreement prohibits admission of transferees or requires consent that is not given, the heir may only hold economic rights and may have to sell those rights or ask the probate court for relief. In other cases, the LLC may require winding up. If disputes arise, the personal representative or heirs may need court guidance through probate or a business-court action.

6. Key Florida law to consult

Relevant state law includes the Florida Revised Limited Liability Company Act (Chapter 605, Florida Statutes), which governs member rights, transfers, and dissolution procedures: https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0605/0605.html. Probate administration law in Chapter 733 explains the duties and powers of a personal representative handling estate assets: https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0700-0799/0733/0733.html.

7. When to get a lawyer

Hire a Florida probate or business attorney if you face any of these issues: the operating agreement is unclear; other heirs contest the transfer; the LLC’s managers refuse to admit the transferee; the estate needs to sell the interest; or complex tax, creditor, or corporate governance issues arise. A lawyer can help open probate, negotiate with the LLC, prepare transfer documents, and, if necessary, seek court relief.

Helpful Hints

• Start by locating the operating agreement and articles of organization. These documents usually dictate the outcome faster than statute.
• Obtain certified copies of the death certificate and the personal representative’s letters from probate court — many third parties will require them.
• Keep the LLC’s registered agent and bank informed. They will often require written proof of the personal representative’s authority to act for the estate.
• Preserve company records. Maintain a copy of any assignment, consent, membership ledger entry, and amended operating agreement in the LLC’s records and in the estate file.
• Watch tax consequences. A change in ownership of a single-member LLC can alter tax classification and may trigger filing or EIN changes. Consult a tax professional early.
• Consider alternatives. If admission as a member is blocked, consider negotiating a buyout, selling the economic interest via probate, or asking the probate court to approve a sale.
• Act promptly. Delays can complicate bank access, vendor payments, and the LLC’s ongoing business obligations.