Can a will change who gets your LLC interest in Kansas?

Detailed answer — How wills, operating agreements, and Kansas law interact

Short answer: Usually no. A will transfers your testamentary property rights at death, but it generally cannot unilaterally override a valid operating agreement or contractual transfer restrictions that govern an LLC interest. In Kansas, as in most states, the LLC’s operating agreement and statutory rules determine how membership interests are transferred and what rights pass to an heir. Review the LLC’s operating agreement first and treat the will as one piece of the puzzle, not a trump card.

Why an operating agreement usually controls

An operating agreement is a contract among the LLC members that sets rules for ownership, transfers, voting, and management. If the operating agreement includes transfer restrictions, buy‑sell provisions, or requirements that remaining members approve a new member, those contractual terms will typically continue to govern transfers when a member dies. Courts generally enforce clear contractual provisions that limit transfers or condition admission of a transferee on member consent.

What your will can and cannot do

What it can do: A will can express your intent to leave your financial stake (the economic or “transferable” interest) in the LLC to your son. That intent will control the disposition of your personal property in probate to the extent it is not contradicted by valid contractual restrictions or by statute.
What it usually cannot do: If the operating agreement prevents transfer, requires the interest be offered first to the LLC or other members (right of first refusal), or requires consent to admit a new member, your will cannot force the LLC or other members to accept your son as a full member with management rights. In practice, your estate may receive the economic value of the membership interest (distributions) while admission as a voting/member is subject to the agreement.

How Kansas law fits in

Kansas governs LLCs and transfers under Chapter 17 of the Kansas statutes (Corporations, Partnerships and Associations). Probate and wills are governed by Chapter 59. Those chapters together control whether an interest automatically passes as a membership interest or as a transferable economic interest, and whether a transferee becomes a member without consent.

See the Kansas statutes on LLCs and probate for the statutory framework:

Typical results you can expect in Kansas

If the operating agreement is silent about transfers on death: the membership interest generally passes to the decedent’s estate under your will, but the estate’s ability to participate in management or be treated as a member may depend on Kansas LLC rules and member consent.
If the operating agreement restricts transfers on death (e.g., right of first refusal, mandatory buyout, or consent requirement): the LLC or other members can enforce those provisions, which may mean your son receives the economic value (buyout or distributions) but not immediate membership rights.
If the operating agreement expressly permits testamentary transfers or names successor members upon death: the will and the agreement can work together to admit your son as a member as long as the agreement’s procedures are followed.

Practical steps to make your intention effective

Obtain and carefully read the LLC operating agreement. Look for transfer restrictions, buy‑sell terms, right of first refusal, and provisions about death or incapacity.
If you want your son to become a full member, amend the operating agreement now to allow that transfer upon your death or to name him as the successor member, following whatever amendment process the agreement requires.
If a buyout provision exists and you prefer your son to keep economic value, consider negotiating a buy‑sell arrangement that gives the estate cash or other compensation rather than membership rights.
Coordinate your estate plan and business documents. A will alone rarely controls transferable business interests without coordinating company documents and possibly a trust or membership transfer agreement.
Follow formal probate steps after death: if your will attempts to transfer a transferable interest, the executor/administrator will present that interest to the LLC and the company will apply the operating agreement and Kansas law to determine next steps.

Example hypothetical

Suppose Alice owns 50% of an LLC in Kansas. Her operating agreement says that on a member’s death the member’s “transferable interest” passes to the estate but that admission of a new member requires unanimous member consent and that members have a right of first refusal to buy the interest. Alice writes a will leaving her LLC interest to her son. At her death, the estate inherits the economic interest, but the other members can require the estate to offer the interest to them first or to pay out a buyout amount. Her son may not be admitted as a member unless the other members consent or the operating agreement is amended.

Helpful hints

Do not assume a will alone will cause your heir to become an active member. Check the operating agreement for transfer and admission rules.
If you want your heir to run the business, amend the operating agreement now to name that person as successor or create a written buy‑sell plan that accomplishes your goals.
Consider a trust. Transferring your interest into a revocable trust can simplify post‑death transfer and may avoid probate complications.
Get the operating agreement professionally reviewed. Even small wording differences (“transferable interest” vs “membership interest”) can change outcomes.
If other members might object, consider negotiating a pre‑death buy‑sell agreement to lock in terms and avoid post‑death disputes among family members and business partners.
Keep beneficiary and estate documents consistent. Conflicting instructions across multiple documents cause delay and litigation risk.
Document your intentions clearly and communicate them to key people—your executor, the LLC manager, and potential heirs—so they know where to look after your death.

Where to get help

Because the answer depends on the exact language of your operating agreement and Kansas law, talk with an attorney who practices both business and estate planning in Kansas. They can (1) review the operating agreement, (2) draft or amend documents now to make your wishes effective, and (3) coordinate estate and LLC formalities to reduce disputes after your death.

Disclaimer: This article explains general legal principles and is not legal advice. It does not create an attorney‑client relationship. For advice specific to your situation, consult a licensed attorney in Kansas.