Detailed answer — how LLC interests, wills, and Minnesota law interact

1. Two different things: the estate right vs. the membership rights

When someone owns an interest in a Minnesota LLC, that interest usually has two parts:

• Economic (transferable) interest — the right to receive distributions and share in profits/losses.
• Membership (management) rights — the right to vote, manage, or be admitted as a member with control rights under the operating agreement.

Under typical LLC law rules, including the Minnesota LLC provisions, a member can leave the economic portion of their interest to someone in a will, but the recipient usually does not automatically gain the membership or management rights unless the operating agreement and the other members allow admission of a new member.

2. Operating agreement terms usually control

LLCs are governed primarily by their operating agreement. Common provisions include:

• Restrictions on transfer of membership interests (e.g., approval by a majority of members, right of first refusal, buy‑sell or redemption rights).
• Definitions distinguishing transferable (economic) interests from full membership rights.
• Processes for admitting transferees as members.

If the operating agreement contains transfer restrictions or requires member consent for admission, those rules will generally control what your estate can do after your death. In other words, a will that attempts to give a full membership interest and management control to your child will usually not be able to override contractual limits that the company members agreed to while you were alive.

3. Minnesota statutory framework

Minnesota has enacted LLC statutes that set default rules for transfers and member rights while allowing parties to modify the rules by agreement. See Minnesota’s LLC provisions for statutory defaults and how operating agreements can alter those defaults: Minn. Stat. ch. 322C. For probate and dispositions by will, see the Minnesota statutes covering wills and probate administration: Minn. Stat. ch. 524.

4. Practical consequences if you leave the interest by will

• If the operating agreement permits only economic transfers on death, your son may receive the right to future distributions but not become a member with voting or management rights.
• If the operating agreement requires member consent to admit a new member, your son will generally need that consent to exercise management rights. The LLC or other members may instead redeem or buy out the interest under buy‑sell terms.
• If the operating agreement is silent or ambiguous, Minnesota default law will apply. That may allow an assignee to receive distributions but not management control until admitted as a member under the LLC’s procedures.
• Creditors, estate administration, and tax considerations can affect what the executor can and should do with the interest during probate.

5. Examples (hypothetical)

Example A (restrictive operating agreement): The agreement says no transfer is effective without unanimous member approval and contains a buy‑sell on death. A will that leaves the interest to your son will not automatically give him membership or distributions until the LLC follows the buy‑sell or approval process.

Example B (permits assignment of economic rights): The agreement allows assignment of distribution rights but requires consent for admission. Your son would likely receive distributions that would otherwise go to your estate, but he would not be able to vote or manage without the other members’ consent.

6. How a will can still be part of the plan

A will can transfer whatever interest you actually have at death (for example, your transferable economic interest). But it cannot, by itself, rewrite or negate valid contractual restrictions members agreed to in the operating agreement. To make sure your chosen heir receives both economic and management rights, you must coordinate estate planning with the LLC’s governing documents.

7. Steps to achieve the intended result

If your goal is for your son to fully succeed to your business interest and control, consider these planning tools (each should be done with legal help):

• Amend the operating agreement now to specify succession on death (for example, automatically admit a named successor or permit transfer on death).
• Enter a buy‑sell or redemption agreement that sets clear terms on how interests pass at death.
• Transfer the interest during life (gift or sale) rather than via will, if that fits your tax and family objectives.
• Use an estate planning device such as a revocable trust that holds the membership interest and includes instructions consistent with the operating agreement.

8. Final practical note

Because operating agreements vary and Minnesota law provides default rules that parties can contract around, outcomes depend on the precise operating agreement language and the applicable Minnesota statutes. Review the operating agreement and coordinate estate planning and business agreements so your wishes and the LLC’s rules align.

Disclaimer: This article explains general legal concepts under Minnesota law and is for educational purposes only. It is not legal advice. For advice about a specific situation, consult a licensed Minnesota attorney who practices business and estate planning law.

Helpful hints — practical checklist

1. Locate and read the operating agreement. Look for transfer, buy‑sell, admission, and right‑of‑first‑refusal provisions.
2. Check whether the operating agreement distinguishes between transferable (economic) interests and full membership rights.
3. Talk with a business attorney about whether the operating agreement can be amended to accomplish your succession goals.
4. Discuss estate planning options with an estate attorney: wills, revocable trusts, or lifetime transfers may accomplish different goals.
5. Consider tax consequences of lifetime transfers vs. transfers at death—get tax advice before making large changes.
6. If the LLC has other members, communicate your intentions with them early; many disputes arise from surprises at death.
7. Keep beneficiary designations and documents organized so your executor and family know the plan and can act quickly in probate if necessary.

Relevant Minnesota statute references (general):

• Minnesota LLC statutes — Minnesota Statutes chapter 322C: https://www.revisor.mn.gov/statutes/cite/322C
• Minnesota probate and wills statutes — Minnesota Statutes chapter 524: https://www.revisor.mn.gov/statutes/cite/524

If you want, I can:

• List the specific operating agreement clauses to look for.
• Suggest language you could propose for an amendment or a buy‑sell clause (for review by an attorney).
• Provide a short checklist for a meeting with an estate or business attorney.