Detailed answer — step-by-step under Wisconsin law

1. Understand what you actually inherit

Membership interests in an LLC generally include two different kinds of rights:

• Economic rights — the right to share in profits and losses and receive distributions.
• Governance (membership) rights — the right to vote, manage, or be admitted as a member.

Under most LLC laws, including Wisconsin’s Limited Liability Company Act (see Chapter 183 of the Wisconsin Statutes), an assignment of a member’s economic interest does not automatically make the transferee a member with management rights unless the LLC’s operating agreement (or the other members) approve admission as a full member. See Wisconsin Statutes, Chapter 183: https://docs.legis.wisconsin.gov/statutes/statutes/183.

2. Probate controls title to the decedent’s personal property

If the decedent owned the LLC interest at death, that interest is part of the decedent’s estate and will pass according to the will or by intestacy rules through probate or a small‑estate procedure. The person who has authority to transfer estate property is normally the personal representative (executor or administrator). For practical probate guidance in Wisconsin, see the Wisconsin courts’ probate self-help resources: https://www.wicourts.gov/services/public/selfhelp/estate/index.htm.

3. Read the LLC’s operating agreement and articles

Before attempting any transfer, locate and carefully read the LLC’s operating agreement and articles of organization. Typical provisions you will find include:

• Restrictions on transfer of membership interests.
• Whether an assignee of economic rights can become a full member and what approval is required (unanimous consent, majority, or manager decision).
• Buy‑sell or redemption rules triggered on death.

If the operating agreement is silent, default rules from the Wisconsin LLC law apply. Because operating agreements commonly control, they often determine whether an heir becomes a member or only receives distributions.

4. Use the probate paperwork to make the transfer

Typical documentation the LLC will request from a personal representative or heir:

• Death certificate.
• Letters testamentary or letters of administration (or an equivalent court document authorizing the personal representative).
• A certified copy of the will (if relevant) or court order approving distribution to the heir.
• A signed assignment of membership interest or other transfer document prepared per the operating agreement.

The personal representative usually executes an assignment of the decedent’s interest to the devisee under the terms of the will or court order. If the operating agreement requires consent to admit a new member, the LLC should follow that consent procedure before granting governance rights.

5. Practical steps a new owner should take

1. Confirm whether the transfer creates only economic rights or full membership rights under the operating agreement.
2. Provide the LLC with probate documents and the assignment instrument. Keep copies of everything.
3. If the transferee is to become a member, obtain any required written consents and update the LLC’s membership ledger, operating agreement (amend if needed), and internal records.
4. If the LLC’s managers or remaining members exercise a buyout right, follow the valuation and payment procedures in the operating agreement. If the operating agreement is silent, a negotiated or court‑supervised valuation may be necessary.
5. Check whether the LLC’s public filings (if any) need updating. Many changes in membership are internal and do not require filing with the state, but check the Wisconsin Department of Financial Institutions for any required annual reports or manager updates: https://www.wdfi.org/.

6. Single-member LLC special considerations

For a single-member LLC, the decedent may have been the only person with governance authority. Common outcomes after death include:

• The operating agreement provides for a successor member or manager — implement that provision.
• The estate’s personal representative operates the LLC temporarily as an estate asset until transfer or sale.
• The LLC members (if any besides the decedent) may have buy-sell rights or the right to prevent admission of an heir as a member.

If the decedent truly was the only member and the heirs do not want to continue the business, the estate can sell the economic interest or liquidate the company (following the LLC’s procedures and any creditor notice requirements).

7. If the LLC refuses to accept the transferee as a member or disputes arise

Options include:

• Negotiation of an assignment or buyout.
• Court petition in probate court to enforce the will or to compel transfer when the operating agreement or statute has been violated.
• Litigation for breach of fiduciary duty or wrongful refusal to admit an heir if facts support a claim.

8. Tax and creditor issues to consider

• Estate may owe taxes or the LLC interest may affect estate tax filings.
• Creditors of the decedent may have claims against estate assets, including the decedent’s membership interest, before distribution.
• Inherited membership interests can change how the LLC’s tax returns are prepared (Sole proprietorship vs partnership classification if membership changes). Consult a tax advisor or accountant for Form 1041, K-1s, and other filings.

9. When to get help from an attorney

Talk to a Wisconsin attorney if any of the following apply:

• Operating agreement contains complex transfer restrictions or buy-sell mechanics.
• Members refuse to recognize the heir’s rights.
• Valuation disputes arise or court action may be needed to compel transfer.

An attorney can also prepare assignment documents, negotiate buyouts, and advise the personal representative on proper estate handling of the interest.

Helpful hints

• Locate the operating agreement and articles immediately — they usually control the result.
• Keep certified copies of the death certificate and letters testamentary/administration; LLCs almost always ask for them.
• Don’t assume you automatically become a member; you may only get economic rights until the LLC admits you as a member in accordance with its agreement or the law.
• If the LLC is single‑member and small, consider whether selling the interest to an existing member or liquidating might avoid long disputes.
• Get a written, signed assignment and have the LLC update its membership ledger and operating agreement amendments to avoid later claims.
• Be mindful of creditor claims against the estate; distributions of estate property may be delayed to resolve debts.
• For probate procedures and forms in Wisconsin, use the Wisconsin Courts’ self-help pages: https://www.wicourts.gov/services/public/selfhelp/estate/index.htm.
• For business filing questions (annual reports, manager updates), check the Wisconsin Department of Financial Institutions: https://www.wdfi.org/.