How a will interacts with an LLC operating agreement under Idaho law

Short answer: A will can pass the economic value of an LLC interest at death, but it generally cannot override an LLC’s operating agreement to force the company or other members to accept a new manager or member if the operating agreement limits transfers or requires member consent. The operating agreement and Idaho LLC law control membership rules; the will controls disposition of the decedent’s personal property subject to those rules.

Detailed answer — how this works in Idaho

This section explains the legal interaction between a decedent’s will and the LLC governing documents using common hypothetical facts. It assumes an Idaho LLC formed under state law and a member who wants to leave their interest to their son through a will.

Key concepts

Membership interest vs. transferable (economic) interest: Most LLC laws and operating agreements separate the economic rights (share of profits and distributions) from management or voting rights. A will can transfer the decedent’s personal property — including the right to economic distributions — but may not automatically transfer management or voting authority if the operating agreement or state law restricts transfers.
Operating agreement is a contract among members: The operating agreement sets rules for admission of new members, transfers, buy-sell rights, rights of first refusal, and consequences of a member’s death. Courts treat that agreement as controlling among members and the LLC.
Probate vs. company procedures: The will controls how estate property passes through probate. The LLC’s transfer provisions and member-consent rules control how and whether the LLC recognizes a transferee as a member or grants management rights.

How those ideas play out in practice (hypothetical)

Imagine Sam is a 50% member of an Idaho LLC with an operating agreement that says any transfer of a membership interest requires unanimous consent of the other members and gives the company a right of first refusal. Sam’s will leaves “all my property, including my business interest, to my son.” When Sam dies:

Sam’s estate can inherit or receive the economic interest (distributions) unless the operating agreement treats membership interests as nontransferable property that terminates on death.
The operating agreement can enforce its transfer restrictions. The company and remaining members can require the estate (or the son) to comply with buyout provisions, right-of-first-refusal procedures, or obtain consent before the son becomes a full member with voting rights.
If the operating agreement prefers an involuntary buyout on death, the estate may get cash or installments rather than management control.

What Idaho law says (where to look)

Idaho’s statutes governing business entities and estates provide the statutory framework that interacts with operating agreements and wills. The Idaho Legislature’s statutes and the LLC chapter explain formation and member rights; probate statutes cover wills and distribution of estate property. For the official text, consult the Idaho statutes:

Idaho statutes on business entities (Title 30 — Corporations, Partnerships, Associations) — see the Idaho Legislature site: https://legislature.idaho.gov/statutesrules/idstat/Title30/
Idaho statutes on probate and wills — see the Idaho Legislature site: https://legislature.idaho.gov/statutesrules/idstat/Title15/

Those chapters include rules about member rights, transfers, and how personal property passes at death. In practice, courts give effect to the operating agreement and the statute, so both matter.

Common outcomes

If the operating agreement is silent or permissive about transfers, a devisee named in a will may receive both economic and sometimes management rights — but often the other members still must approve the new member under default statutory rules.
When the operating agreement contains explicit restrictions (consent, buyout, right of first refusal), those provisions usually control and the will cannot unilaterally force the company to accept a new member with management rights.
The estate often receives the economic value of the interest (distributions or a buyout), even if the devisee does not get immediate management control.

Practical steps to take now

Locate and read the LLC’s operating agreement, articles of organization, and any buy-sell or death provisions.
Check whether the operating agreement requires member approval, sets a buyout price, or includes a right of first refusal on death.
Talk with the other members. If they want the son to take over, they can amend the operating agreement or approve admission.
If you want to guarantee a successor gets management control, consider lifetime planning (gifting, selling an interest during life, or using a trust) and update business documents.
Coordinate estate planning documents (will or living trust) with the operating agreement to avoid unintended conflicts.

Helpful Hints

Gather all company documents (operating agreement, membership ledger, buy-sell agreements) before starting probate or discussing transfers.
Don’t assume a will alone gives a transferee management power — read transfer restrictions carefully.
Amend the operating agreement now if you want a particular succession outcome (e.g., automatic admission of a family member on death).
Consider putting the LLC interest into a revocable or irrevocable trust to control succession without probate delays.
Plan for funding a buyout (life insurance is commonly used to fund member buyouts on death).
Remember tax consequences: gift, estate, and income tax issues can affect optimal planning.
Consult an Idaho attorney with LLC and estate experience to draft documents that work together.

When to talk to an attorney

Get legal help if any of the following apply:

The operating agreement contains unclear or conflicting death/transfer provisions.
You want to ensure your chosen successor obtains management control at your death.
You need to navigate probate or resolve disputes among members after a member’s death.
You want to restructure ownership now (gifts, sales, trusts) to avoid probate or reduce conflict.

Important disclaimer: This article explains general principles and common outcomes under Idaho law but is not legal advice. Laws change and every situation differs. For advice tailored to your facts, consult a licensed Idaho attorney with experience in LLC and estate planning.