How Nevada Law Treats Transfer of LLC Interests at Death

Short answer: Generally, a will cannot unilaterally override an LLC’s operating agreement to force the LLC to admit a devisee as a member. A will can pass the economic (money) interest in many cases, but management and membership rights are often controlled by the operating agreement and Nevada law. This means your son might inherit the right to receive distributions but might not gain voting or management authority unless the operating agreement and members allow it.

Detailed Answer

This answer explains the common legal issues under Nevada law and points you to the relevant statute chapter. It is not legal advice.

1. Two different pieces make up a membership interest.

Economic rights: the right to receive distributions, allocations of profit and loss, and other monetary benefits.
Management/administrative rights: the right to participate in management, vote, and be treated as a member in company matters.

2. Operating agreements usually govern transfer rules.

Under Nevada limited-liability company law (see NRS Chapter 86), the operating agreement and the LLC’s governing documents generally control whether and how a member may transfer membership interests. Many operating agreements include restrictions such as a prohibition on transfers without consent, a required right of first refusal, or provisions that convert a transferred interest into a purely economic (nonvoting) interest for the transferee. See Nevada Revised Statutes, Chapter 86: NRS Chapter 86 (Limited-Liability Companies).

3. A will typically transfers property you own at death but it cannot break the LLC’s contract.

A will transfers what you own at death subject to existing contractual restrictions. If the operating agreement prohibits transfers or requires the consent of the other members, your will cannot unilaterally override those contract terms. At best, the will can name a beneficiary who receives whatever rights you can lawfully pass under the operating agreement—often the economic rights. The LLC and its members remain able to enforce the operating agreement’s restrictions against the estate or the devisee.

4. Practical legal outcomes under typical facts.

If the operating agreement allows assignment of economic rights on death but restricts membership admission, your will can give your son the right to distributions, but the LLC may refuse to admit him as a full member without approval. He would be an assignee with economic rights only.
If the agreement contains a buy-sell or right-of-first-refusal provision, the estate may need to offer the interest to the LLC or remaining members before the son can receive it.
If the operating agreement is silent, Nevada default rules and statutes in NRS Chapter 86 will apply; those default rules can still limit what a will accomplishes. For example, many default regimes treat a transferee at death as an assignee unless admitted as a member by the other members.

5. Probate and timing issues.

Even if a will attempts to pass the LLC interest, the probate process and any deadline/notice provisions in the operating agreement may affect how and when the devisee receives distributions or seeks admission as a member. Creditors’ claims, estate administration, and tax considerations can also complicate the transition.

6. How to make sure your son receives the intended interest.

Amend the operating agreement now to permit the transfer or to expressly admit your son on your death.
Use estate planning tools such as a trust that owns the membership interest and names your son as beneficiary—this can avoid probate and respect LLC rules.
Draft buy-sell or transfer-on-death arrangements that comply with both the operating agreement and Nevada law.

When a Will Might Work

A will may effectively transfer the economic component of your membership interest if the operating agreement permits assignment of economic rights or does not forbid transfers at death. In that case, your son could inherit distributions and income derived from the interest even if the LLC does not admit him as a managing member.

When a Will Likely Will Not Work

If the operating agreement expressly prohibits transfers without member consent, or contains buy-sell/ROFR clauses that require sale on death, a will cannot force the LLC to admit the devisee as a member or to ignore the agreement’s procedures.

Relevant Nevada Statute

For the statutory framework governing LLCs in Nevada, consult NRS Chapter 86: https://www.leg.state.nv.us/NRS/NRS-086.html. This chapter includes the default rules that apply when your operating agreement is silent and confirms that LLC agreements can modify many default provisions.

Important disclaimer: This is general information only and does not create an attorney-client relationship. This is not legal advice. If you need advice specific to your situation, consult a licensed Nevada attorney experienced in business and estate planning.

Helpful Hints

Review your LLC operating agreement now. Look for transfer restrictions, admission rules, buy-sell clauses, and definitions of “transferable interest.”
Consider an amendment: if you want your son to step into membership rights on death, amend the operating agreement while you can (with any required member approvals).
Use a revocable living trust: transferring your membership interest into a properly drafted trust can help ensure continuity and may avoid probate while respecting LLC rules.
Draft a buy-sell agreement: a prearranged purchase plan can control price and transfer terms and avoid disputes among members and heirs.
Coordinate estate and business planning: work with both an estate attorney and a business attorney so documents work together and avoid conflicts between a will and the operating agreement.
Think about tax consequences: dying with or transferring LLC interests can have gift, estate, and income tax consequences—get tax advice.
Keep documentation accessible: make sure your executor and family know where to find the operating agreement, membership certificates, and contact information for the company’s counsel or manager.
Act early: it is easier to change membership/transfer rules while you are alive than to attempt to force a change at death.