Short answer: Usually no — a last will does not automatically override an LLC operating agreement in West Virginia. The operating agreement and state LLC law generally control what happens to membership interests at a member’s death. A will may pass whatever ownership interest the decedent actually had, but contractual transfer restrictions, consent requirements, buy‑sell rights, and management rules in the operating agreement (and West Virginia LLC law) typically limit what the will can accomplish.

Detailed answer — what you need to know

1. Two different documents and two different effects

A will is a document that tells a probate court how the testator’s probate estate should be distributed at death. An LLC operating agreement is a private contract among members that governs the company’s internal affairs, ownership rights, transfer rules, and management.

When these two documents point in different directions, courts and statutes prioritize the contractually agreed rules governing the LLC’s membership interests. That means the operating agreement normally governs whether a membership interest can be transferred at all, whether transferees receive management rights, and whether members or the company have the right to buy the interest first.

2. What typically happens when a member dies

• Probate passes the deceased member’s property (including the member’s LLC interest as property) to heirs or devisees according to the will or intestacy rules.
• However, many operating agreements treat the membership interest as subject to restrictions: the heir may receive only the economic right to distributions (a “transferable interest”) but not management or voting rights unless the members or the LLC consent.
• Common provisions include a right of first refusal, buy‑sell price formulas, mandatory redemption on death, or outright prohibition on transfer without unanimous consent.

3. West Virginia law that matters

West Virginia’s LLC law and the operating agreement together determine the outcome. See the West Virginia code on limited liability companies for rules about member transfers and the effect of transfers on management rights: West Virginia Code, Title 31B (Limited Liability Companies). For matters of wills and probate procedure, see the probate statutes: West Virginia Code, Title 41 (Wills, Executors, Administrators). You should review the specific sections of Title 31B that address transferable interests, member rights on transfer, and the effect of death on membership.

4. Common outcomes you may see

• If the operating agreement allows free transfer: the devisee (your son) will likely step into your membership and receive management and economic rights, subject to any formalities such as updating the member ledger.
• If the operating agreement restricts transfers: the son may receive only the economic interest (distributions) while management and voting remain with the remaining members or the company until the restrictions are satisfied (for example, by member consent or by the company buying the interest).
• If the operating agreement requires buy‑sell on death: the company or other members may be required to buy the decedent’s interest from the estate under preset terms — the will cannot force the company to allow the devisee to keep membership rights contrary to that agreement.
• If you are a sole member: death can trigger dissolution events or allow the operating agreement to specify continuation rules. Without proper planning, the business might be forced to dissolve — or the estate may become the sole member, subject to the operating agreement and statutes.

5. Practical steps to get the result you want

1. Read the operating agreement. Look for clauses on transfer, death of a member, buy‑sell provisions, rights of transferees, and amendment procedures.
2. Confirm whether your membership interest is freely transferable or subject to restrictions (consent, buy‑sell, right of first refusal).
3. If you want your son to receive full membership rights, consider amending the operating agreement now (with required member approvals) to permit that transfer or to provide a transfer‑on‑death mechanism or beneficiary designation consistent with West Virginia law.
4. Consider using estate planning devices other than a will — for example, an assignment of interests during lifetime, a trust that holds the LLC interest, or a membership interest transfer agreement — to avoid probate complications and to comply with the operating agreement.
5. Coordinate corporate records and beneficiary designations: if the company maintains a member ledger, notify the company of your plan and complete any required forms so a smooth transfer can occur on your death (if permitted by the operating agreement).
6. Talk with both an estate planning attorney and a West Virginia business/LLC attorney. You will need counsel who can (1) review and, if necessary, amend the operating agreement, and (2) draft estate documents (wills, trusts, assignment instruments) that work with the company documents and state law.

Hypothetical example

Imagine Jane is a 50% member of an LLC in West Virginia. Her operating agreement says that on a member’s death the remaining members have a right of first refusal and the deceased’s heirs receive only distribution rights until the company or members approve the heir as a new member. Jane wants to leave her interest to her son in her will.

Outcome: Jane’s will will pass her estate’s property to her son, but the company’s operating agreement gives the other members the first chance to buy Jane’s interest and prevents automatic admission of her son as a manager/member without consent. Unless the other members agree or the operating agreement is amended, the son will receive the economic interest but not necessarily management rights.

Helpful Hints

• Always start by locating and reading the LLC’s operating agreement and membership ledger.
• Don’t assume “ownership” on paper equals the right to manage — many agreements split economic rights from governance rights.
• If you want your son to take over management, amend the operating agreement now or transfer the membership interest while alive, subject to tax and business considerations.
• Consider putting the LLC interest into a revocable or irrevocable trust that names your son as beneficiary — this can avoid probate and may comply with transfer rules if properly drafted.
• Ask whether your operating agreement allows a Transfer on Death (TOD) or beneficiary designation for membership interests; if not, members sometimes amend the agreement to allow such mechanisms.
• When in doubt, hire an attorney licensed in West Virginia who handles both estates and business law to coordinate estate planning with company documents.
• Keep copies of amended agreements, member consents, and any transfer documentation in a safe place and notify trusted persons where to find them.