Detailed answer — How Georgia law treats a deceased member’s interest

When an operating agreement says nothing about a member’s death, state default rules fill the gap. In Georgia, the Limited Liability Company Act provides the framework for resolving member transfers, dissociation, and admission of new members. See the Georgia LLC Act (O.C.G.A. Title 14, Chapter 11) for statutory language and procedures: https://www.legis.ga.gov/legislation/ga-code/title/14/chapter/11.

Key legal principles that usually apply

• Member’s transferable interest is personal property. The deceased member’s economic rights—rights to distributions and to any value of their transferable interest—generally pass to the member’s estate or heirs through probate or under a trust or will.
• Management and voting rights are separate. The right to participate in management and vote as a member is generally not an automatic right of an heir or transferee. Unless the operating agreement, the LLC’s members, or Georgia statute provide otherwise, a transferee typically obtains only economic rights and must be admitted as a member to gain management rights.
• Admission of a new member usually requires consent. Remaining members often must give consent (sometimes unanimous) before a personal representative, heir, or transferee becomes a full member with management and voting powers.
• Buyout and dissolution triggers may apply. Silence in the operating agreement creates uncertainty: the LLC may continue with remaining members buying out the estate, the transferee might be allowed economic participation only, or some situations may trigger dissolution rights under the statute if members cannot agree.

Typical practical outcomes

Applying the above principles, you can expect one of these common results when an LLC agreement is silent:

• The deceased member’s estate receives distributions the member would have received, but the estate is not automatically admitted as a voting/manager member.
• Remaining members negotiate a buyout of the estate’s economic interest (possibly guided by company valuation methods, company rules, or default statutory provisions).
• Heirs or transferees may request admission; the LLC may accept or reject that request according to the members’ voting rules or statute.
• If members disagree and the disagreement is irreconcilable, the statute may provide remedies such as judicial dissolution or buyout procedures.

What the estate or heirs should do

1. Locate the operating agreement, articles of organization, and any buy-sell or buyout provisions.
2. Review the deceased member’s estate planning documents (will, trust) and coordinate with the personal representative or trustee handling probate.
3. Notify the LLC and other members about the death and present documentation (death certificate, letters testamentary) as requested.
4. Determine whether the estate wants management rights or only economic value. If management is desired, be prepared to seek admission by the members’ consent or negotiate a purchase.
5. Get a business valuation to determine a fair buyout price if the members seek to purchase the estate’s interest.

How to avoid this uncertainty going forward

To prevent disputes and protect family members, LLC members commonly adopt clear provisions in the operating agreement:

• Buy-sell provisions or mandatory buyout formulas triggered by death.
• Rules on admission of transferees and required approvals.
• Valuation methodology (book value, appraisal, formula) and timing for buyouts.
• Funding mechanisms, such as life insurance, to provide liquidity for buyouts.
• Succession plans that explicitly describe whether heirs may step into management or only inherit economic rights.

When state statute may control

If the operating agreement is silent, Georgia’s LLC Act supplies default rules that govern transferability, dissociation, and admission of members. Members and estates should consult the Georgia Code for specific statutory procedures and any timing or filing requirements. See the Georgia LLC chapter for statutory provisions: https://www.legis.ga.gov/legislation/ga-code/title/14/chapter/11.

Common pitfalls and disputes

• Family members expecting management control but who only inherit economic rights.
• Disagreements over valuation that delay buyouts and distributions.
• Failure to provide liquidity to buy out an estate, forcing sale or other distress solutions.
• Delay in probate or lack of formal documentation causing business uncertainty.

Helpful Hints

• Check the operating agreement first. Even a short clause about transfers, death, or buyouts changes what happens next.
• Gather estate documents. Wills, trusts, and letters testamentary simplify the estate’s dealings with the LLC.
• Request a written company position. Ask the LLC to state in writing whether it will admit the estate as a member or pursue a buyout.
• Get a valuation early. If a buyout is likely, an independent valuation prevents disputes later.
• Consider funding solutions. Life insurance payable to the LLC or a cross-purchase arrangement can provide funds for an orderly buyout.
• Protect successors. If you own an LLC interest, add a clear succession clause to your operating agreement and coordinate with estate planning documents so your heirs know what to expect.
• Consult a Georgia business or probate attorney. They can explain statutory defaults, draft amendments or buy-sell agreements, and help with probate paperwork.