Detailed Answer

Short answer: A will cannot automatically override the terms of an LLC’s operating agreement. An operating agreement is a binding contract among the members of the LLC that often controls whether membership (management) rights or economic interests can transfer on death. In many cases a will can pass the decedent’s economic interest (the right to distributions), but it cannot force other members to accept a new member for purposes of management if the operating agreement requires consent, has a buy‑sell, or contains transfer restrictions.

How this works in practice (hypothetical)

Imagine an owner, Jane, holds 40% of Greenfield LLC. Jane signs a will leaving “all my property” to her son. Greenfield LLC’s operating agreement contains a clause requiring majority consent of the members for any transfer of membership interests and a right of first refusal in favor of the other members.

• On Jane’s death, the will will nominate someone (the executor) to transfer Jane’s personal property and distributive rights to her son under the probate process.
• If the operating agreement treats Jane’s ownership as a transferable interest (economic rights separate from management) the son will likely inherit the right to distributions and any financial value tied to Jane’s share.
• But if the agreement requires member consent for admission of a new member, the son will not automatically become a voting member or gain management authority. The remaining members can enforce the agreement and may buy Jane’s interest or require the son to comply with admission procedures.

Key legal points under Vermont law

Vermont law treats operating agreements as the primary internal governance document for an LLC and enforces transfer restrictions included in that agreement. Operating agreements commonly:

• Distinguish between a member’s membership interest (voting and management rights) and a transferable/economic interest (rights to distributions).
• Require consent or impose buy‑sell or right‑of‑first‑refusal procedures for transfers or admission of new members.

Because operating agreements are contractual, a unilateral direction in a will that conflicts with the agreement usually cannot defeat the contractual restriction. Instead, the estate and heirs must follow the contractual path (consent, buy‑sell, or other procedure) required by the operating agreement.

Where to look in the law and public resources

For the controlling rules and definitions, review Vermont statutes on business entities and probate procedures. Useful official resources include the Vermont Legislature statutes hub and the Vermont Secretary of State’s business services pages, which explain entity formation and filings:

• Vermont Statutes Online (search business and probate statutes)
• Vermont Secretary of State — Business Services

Practical consequences you should expect

• If the operating agreement contains a buy‑sell or right‑of‑first‑refusal, the estate may need to offer the interest to the other members before the heir obtains full economic value.
• If membership admission requires other members’ consent, the heir may only hold economic rights until the members approve admission (if they ever do).
• If the operating agreement is silent or ambiguous, state default rules and contract principles apply; that can leave room for the will to achieve more, but it also creates uncertainty and potential disputes.

Options to achieve your intent

To make sure your son actually receives the LLC ownership and management rights you want him to have, consider these options while you are alive:

1. Amend the operating agreement. If members agree, amend it to allow the intended transfer on death or to name your son as an acceptable successor.
2. Create a buy‑sell agreement with clear valuation and funding (life insurance or escrow) so the business or other members can buy the interest from your estate on pre‑set terms.
3. Gift or sell the interest during your lifetime, subject to transfer rules — lifetime transfer can avoid probate and make the succession smoother.
4. Use an estate planning vehicle such as a trust that holds your LLC interest. A properly drafted trust and operating agreement amendment can allow a successor to step into membership with fewer hurdles.

When a will can help

A will can still provide value: it names an executor, directs how to handle your estate, and can instruct the executor to comply with or pursue steps required by the operating agreement (for example, to offer the interest under a buy‑sell or to seek member consent). But the will rarely functions as a trump card over existing contractual transfer restrictions.

Summary

In Vermont, an LLC’s operating agreement generally controls transfers and member admission. A will can pass economic value but usually cannot force a change to membership rights that the operating agreement prevents. To ensure your son receives both the economic and management rights you want him to have, you should fix the issue while you are alive—by amending the operating agreement, using a trust, or negotiating a transfer with the other members.

Disclaimer: This is general information and not legal advice. It does not create an attorney‑client relationship. For advice tailored to your situation, consult a licensed Vermont attorney who handles business and estate matters.

Helpful Hints

• Locate and read the operating agreement. Look for sections titled “transfer,” “right of first refusal,” “admission of new members,” “buy‑sell,” or “death of a member.”
• Determine whether the agreement separates economic (transferable) interests from membership (voting/management) rights. That distinction matters.
• Check for any required member consents or valuation rules; these control what the estate must do at death.
• Talk to an estate planner about using a revocable trust to hold your LLC interest — trusts can simplify succession and avoid some probate delays.
• Consider funding a buy‑sell agreement with life insurance to provide liquidity for a smooth purchase by the company or other members.
• If you want a specific person to run the company after you die, put the succession plan in the operating agreement now rather than relying on a will alone.
• If you are a minority owner, expect other members to exercise contractual rights first (they may prefer to buy the interest rather than accept a new co‑owner).
• Gather documents for an attorney: operating agreement, LLC certificate of formation, prior amendments, any buy‑sell agreements, and your estate planning documents (will, trust).
• Ask for a written opinion or memo from a Vermont attorney before making estate changes that affect the business. Small drafting differences produce big effects on transferability.

Useful official resources to review or share with your attorney:

• Vermont Statutes Online (search business and probate statutes)
• Vermont Secretary of State — Business Services

If you’d like, I can provide a checklist of documents to bring to a Vermont business/estate attorney or a short template of questions to ask that attorney during an initial consultation.