Short Answer

Possibly — but often not in the way most people expect. Under Tennessee law, your will can pass your economic interest in an LLC to an heir, but it frequently cannot override an operating agreement that limits transfers or controls who may become a member. Whether your son gets full membership rights (voting, management) or only the right to receive distributions depends on the LLC’s operating agreement and Tennessee law governing limited liability companies.

Detailed Answer (How this works in Tennessee)

Start with two separate concepts: (1) membership rights (the governance, voting, and management rights in the LLC), and (2) economic or financial interest (the right to receive distributions of profits and capital). In Tennessee, an LLC’s operating agreement is a binding contract among members and generally governs transferability of both membership and economic interests.

Key points:

• Operating agreement controls transfer rules. If the operating agreement says members may not transfer their interest without consent, or requires a right of first refusal, buy-sell price formula, or qualification of transferees, those provisions typically bind the member’s estate and heirs. In other words, a will cannot nullify contract limitations the member agreed to during life.
• Will often transfers the economic interest. Even if the operating agreement restricts transfer of membership, many LLC statutes and operating agreements allow a deceased member’s estate to transfer the deceased member’s right to receive distributions to an heir or beneficiary. That heir may be an “assignee” of the economic interest but not necessarily a full member able to vote or manage the company.
• Assignee vs. member status. In many LLCs, an heir who receives an economic interest by will becomes an assignee (entitled to distributions) but does not automatically become a member with management or voting rights unless the other members consent or the LLC’s rules allow admission of transferees as members. Tennessee’s LLC law defers to the operating agreement for these details.
• Probate and documentation. To transfer an interest under a will, the estate usually must go through probate (or present a court-certified copy of the will or letters testamentary) so the LLC can recognize the new holder for distributions or start the procedures for admitting a new member if required.
• Operating agreement buyouts and restrictions survive death. Many operating agreements include buy-sell clauses triggered by death that require the company or the remaining members to buy the deceased member’s interest at a stated valuation. Those clauses typically prevail over a beneficiary’s claim to immediate membership.

Because Tennessee law gives substantial weight to the operating agreement, the practical effect is often:

• If the operating agreement is silent or allows transfer by will, your son may become a member with full rights under the LLC’s rules.
• If the operating agreement restricts transfers or requires consent, your son will likely inherit only the economic (financial) interest and will need member approval to gain membership or management rights, or else the LLC or members may be able to buy out the interest under a buy-sell provision.

For the Tennessee statutory framework, see Title 48 (Business Organizations) of the Tennessee Code: https://www.capitol.tn.gov/ (search for the Revised Tennessee Limited Liability Company Act or specific sections governing transfer of interests and effect of operating agreements).

Hypothetical Example

Fact pattern: You own 50% of Acme LLC under an operating agreement that says “No membership interest may be transferred without a majority vote of the members; on death, the company has the option to buy the deceased member’s interest at fair market value.” You leave your interest to your son in your will.

Likely outcome under Tennessee practice: Your son inherits the right to the economic benefits of your 50% interest (distributions) but is not automatically admitted as a member with voting or management rights. The LLC or remaining members may exercise the buyout option and pay the estate (or your son if he is the estate beneficiary) the specified fair market value instead of admitting him as a member.

Practical Steps You Should Take

1. Review the operating agreement now. Look for transfer restrictions, rights of first refusal, consent requirements, and buy-sell provisions.
2. Talk to an attorney experienced in Tennessee business and estate planning. They can explain how your will interacts with the operating agreement and draft documents that achieve your goal (for example, an amended operating agreement, a buy-sell agreement, or trust planning).
3. Consider alternative estate planning tools. A trust, cross-purchase agreement, or a negotiated succession plan with other members may be needed to give your son management control or a smooth transition.
4. Coordinate probate and LLC paperwork. Your executor will likely need to provide probate documents to the LLC so it can recognize distribution rights or start transfer procedures.
5. Document valuation and buyout mechanics in advance. If the LLC already has a valuation method in the operating agreement, follow it; if not, plan for a valuation approach to reduce family disputes.

Helpful Hints

• Operating agreement first: Always read the operating agreement before relying on a will to transfer interest.
• Will transfers often give only economic rights, not voting or management rights.
• Probate may be required before the LLC will pay distributions to your beneficiary.
• Buy-sell clauses can require the LLC or members to purchase the interest instead of admitting heirs as members.
• Consider using an estate planning trust to hold your LLC interest if you want to control how management rights pass after death.
• Get member consent in writing if you want your heir to become a member on death — consider amending the operating agreement while you are alive.
• Engage a Tennessee attorney who understands both business and probate law to implement a clean succession plan.