Short answer (what usually happens)

When the sole member of a Maryland limited liability company (LLC) dies, the right to the decedent’s membership interest typically passes to whoever inherits the decedent’s estate (by will or by intestacy). That inheritance gives the heir or estate the decedent’s economic and distribution rights. However, under Maryland LLC law and common operating agreement provisions, an heir or assignee does not automatically get management or voting rights as a member unless the LLC’s operating agreement or the other governing documents admit the heir or the estate as a member.

In practice you will usually need to: (1) complete probate or obtain appropriate estate paperwork; (2) present proof to the LLC (letters testamentary or administration, death certificate); (3) transfer or assign the membership interest by documented assignment; and (4) obtain admission as a member if you want management/control rights — all consistent with the LLC’s operating agreement and Maryland law.

How Maryland law treats transfers of membership interests

Maryland’s limited liability company statutes set default rules that many LLCs modify in their operating agreements. The statutes distinguish between a transferable interest (the right to share in distributions and allocations of profit and loss) and membership (the rights to participate in management and other member-only rights). A transferee of an interest normally receives the transferrable economic rights but does not become a member with management rights unless admitted as a member in the manner required by the LLC’s operating agreement or the statute.

See Maryland’s LLC statute (Title 4A of the Corporations and Associations Article) for the statutory framework: Maryland Code, Corporations and Associations, Title 4A. For practical probate steps, Maryland Courts explains the probate process here: Maryland Courts — Wills & Estates / Probate.

Step‑by‑step checklist: What to do after probate to transfer an inherited interest

1. Locate the LLC’s operating agreement and formation documents. The operating agreement controls transfer rules, any buy‑sell or right‑of‑first‑refusal provisions, and member admission requirements. If the LLC has an operating agreement, follow its transfer and admission procedures first.
2. Complete probate for the decedent’s estate (or get estate letters). The personal representative (executor or administrator) will typically need letters testamentary or of administration to act on behalf of the estate. Bring certified copies to the LLC. Maryland Courts: https://www.mdcourts.gov/probate.
3. Notify the LLC and review any transfer restrictions. Send notice with a certified copy of the death certificate and the estate letters. Identify any contractual transfer restrictions or mandatory purchase provisions (e.g., the operating agreement may require the LLC or remaining members to buy the interest on death).
4. Prepare and sign an Assignment of Membership Interest. The estate or heir should execute a written assignment documenting the transfer of the decedent’s economic interest. The assignment should say whether the transferee seeks only economic rights or also seeks admission as a member.
5. Request admission as a member (if you want management rights). An assignee typically does not become a member automatically. To obtain member status, follow the operating agreement’s admission procedure (often a vote or written consent). If the operating agreement is silent and there are no other members (single‑member LLC), the executor or personal representative often must either be admitted by executing an amended operating agreement or obtain a court order resolving the succession if the LLC or its manager disputes admission.
6. If the LLC resists admission, consider court help. If the operating agreement contains ambiguous language or other actors (e.g., a managing member or manager) refuse to admit the heir, you may need a probate court order or a civil action asking the court to enforce the decedent’s testamentary transfer or to interpret the operating agreement.
7. Update LLC records and bank/tax accounts. After transfer/admission, update the LLC’s membership ledger, amend the operating agreement (if needed), notify the IRS if ownership or tax classification changes, and update bank signatories and contracts.

Typical documents you will be asked to provide

• Certified death certificate.
• Letters testamentary or letters of administration (or court order permitting transfer).
• Copy of decedent’s will (if relevant).
• Executed Assignment of Membership Interest.
• Any member consent or amended operating agreement admitting the transferee as member.
• Tax and identification documents (EIN notice or request to update IRS records, as needed).

Common complications and how to handle them

Complication: the operating agreement prohibits transfers or requires member approval. Action: comply with the restriction (obtain approval) or, if approval is unreasonably withheld, you may need a court action to enforce rights.

Complication: the LLC’s managers treat the decedent’s estate differently from the will. Action: produce probate paperwork showing the estate representative’s authority and, if necessary, petition the probate court for instruction or enforcement.

Complication: creditor claims or estate taxes exist. Action: resolve creditors in probate; creditors can affect the estate’s ability to transfer assets.

Practical examples (hypotheticals)

1) The operating agreement says that on the member’s death the decedent’s heirs are admitted automatically. After probate, the personal representative presents letters and a death certificate and signs an amendment recording the heir as the new member. The heir gets both economic and management rights.

2) The operating agreement prohibits transfer without unanimous consent. The heir inherits the economic interest but cannot participate in management. The estate receives distributions, but the manager continues to run the company until the members agree otherwise or a court orders admission.

3) The single member’s will leaves the LLC interest to a named heir, but the LLC has a buy‑sell provision that requires the company to purchase the interest at a fixed price on death. The executor must give notice of the death and follow the buy‑sell mechanics to sell the interest to the LLC.

When to get a lawyer

Consider hiring a probate or business attorney if any of the following apply: the operating agreement is unclear, the LLC or a manager refuses admission, other heirs disagree, there are large tax consequences, or the estate’s administrator needs help completing the transfer while protecting estate interests. A lawyer can prepare the assignment, negotiate admission terms, or seek court relief.