Detailed answer

Short answer: Usually no. Under Georgia law, an operating agreement governs ownership rights and transfer rules for a member’s interest in a limited liability company (LLC). A last will and testament can control who receives your economic right to distributions, but it generally cannot defeat transfer restrictions, buy‑sell provisions, or consent requirements in a valid operating agreement that limit whether an heir becomes a member or receives management and voting rights.

Why the operating agreement controls

LLCs are primarily creature of contract. In Georgia, the Limited Liability Company Act (Title 14, Chapter 11 of the Official Code of Georgia Annotated) allows members to define membership, transferability of interests, and procedures when a member dies or wants to transfer. Courts will enforce clear contractual terms in an operating agreement. That means the operating agreement’s rules about transfers, admission of new members, buyouts on death, and restrictions (such as rights of first refusal, member approval, or mandatory redemption) will usually control what actually happens when a member dies.

See O.C.G.A. Title 14, Chapter 11 (Georgia Limited Liability Company Act) for the statutory framework: O.C.G.A. Title 14, Chapter 11.

Economic interest vs. membership interest

Two separate concepts matter:

• Economic (transferable) interest — the right to receive distributions of money or other economic benefits. Wills normally can pass this kind of economic interest to an heir.
• Membership (management/voting) interest — the right to participate in management, vote, and exercise other membership rights. Operating agreements commonly limit whether a transferee becomes a member. If the agreement requires consent of remaining members or contains buyout provisions, an heir may receive only an economic interest unless and until those conditions are met.

Common operating agreement provisions that can block a will

Typical provisions that can prevent a will from giving full LLC ownership to an heir include:

• Restrictions on transfer without other members’ consent.
• Mandatory buyout on death at a stated price or formula.
• Rights of first refusal or options to purchase held by the company or other members.
• Provisions that restrict admission of transferees as members unless they meet specific qualifications.

How a will interacts with the operating agreement and probate

When a member dies, their executor or personal representative must follow both the will and the operating agreement. Practically:

• If the operating agreement allows unrestricted transfer or contains no contrary provision, a will can transfer the member’s full interest (economic and membership) to the named beneficiary.
• If the operating agreement restricts transfers, the beneficiary may get only the right to distributions (an assignee) and not the management rights of a member. The agreement’s procedures (consent, buyout, notice, or valuation) will dictate next steps.
• The LLC and surviving members must follow the operating agreement; they can enforce contractual buyout rules even though the decedent’s will names an heir.

Practical example

Hypothetical: John owns 40% of an LLC. His operating agreement says, “On a member’s death, the company or remaining members have the option to buy the decedent’s interest at fair market value; no transferee may become a member without written consent of a majority of the remaining members.” John signs a will that leaves his LLC interest to his son.

Outcome: The son inherits John’s economic interest but does not automatically become a member with voting or management rights. The company or members may buy John’s interest under the buyout procedure in the operating agreement. If the agreement were silent on death or permitted transfer, the son might become a member.

When a will can effectively transfer membership

A will can result in full membership when:

• The operating agreement expressly allows admission of heirs on death or contains no restrictions on transfer; or
• The other members waive restrictions and consent to admit the heir as a member; or
• A buyout procedure is not exercised and state law or the agreement allows admission of the transferee.

Next steps to protect your intent

To maximize the chance your child receives both the economic interest and membership rights, consider:

• Reviewing the operating agreement carefully with a business or estate attorney.
• Amending the operating agreement while you are alive to state exactly what should happen on your death (for example, automatic admission of a named heir or a waiver of buyout rights).
• Adding explicit LLC transfer language to your estate plan and coordinating the will/trust with the operating agreement.
• Discussing the plan with co‑members and getting agreement or written waivers in advance.

For the statutory framework governing wills and probate administration in Georgia, consult the Georgia Code (e.g., the probate and estates titles): Official Code of Georgia Annotated (OCGA).

Important: this article summarizes general principles under Georgia law and does not replace advice from a licensed attorney familiar with your operating agreement, estate documents, and facts.

Helpful Hints

• Do not assume a will alone controls LLC ownership — read the operating agreement first.
• If you want an heir to inherit management rights, either amend the operating agreement now or get the written consent of other members in advance.
• Look for buy‑sell, right of first refusal, and admission/consent clauses in the operating agreement.
• Consider using a trust instead of a will to simplify transfer and avoid some probate steps; coordinate the trust with the operating agreement.
• Notify the LLC promptly after a member’s death and provide the personal representative with necessary documents (death certificate, will, letters testamentary) — but the LLC can still enforce contractual requirements.
• Get a joint meeting with your attorney and the LLC’s attorney to create a clean transition plan that matches estate planning goals and the company’s needs.

Disclaimer: This information is educational only and not legal advice. For advice tailored to your situation, consult a Georgia attorney who handles estate planning and business/LLC matters.