Detailed Answer — How Wisconsin law treats wills, LLC membership, and transferable interests

Short answer: Usually no — a will cannot unilaterally override the terms of an LLC operating agreement. Under Wisconsin law, an owner can generally use a will to transfer whatever part of their ownership is transferable (most often the economic or “transferable” interest), but the operating agreement and the Wisconsin Limited Liability Company Act (the LLC statute) normally control whether the transferee receives full membership rights (management, voting, and control) or only economic rights.

Key legal framework (Wisconsin): The rights of LLC members and the rules about transfer generally come from the Wisconsin Limited Liability Company Act and the LLC’s own operating agreement. See the Wisconsin LLC statute chapter: Wis. Stat. ch. 183 (Limited Liability Companies). Wills and estates are governed under Wisconsin probate/will statutes; check the appropriate chapter for rules about wills and devises: Wis. Stat. ch. 853 (Wills). These laws interact with the LLC’s contract (the operating agreement).

How that interaction usually works:

• Operating agreement governs membership and transfers: An operating agreement is a contract among members. It commonly contains transfer restrictions (right of first refusal, buy‑sell provisions, consent requirements for new members, limitations on transferability, and rules for what happens on a member’s death). Courts and the statute give effect to reasonable operating agreement provisions.
• Transferable (economic) interest vs. membership (managerial) interest: Many state LLC laws — including Wisconsin’s LLC regime — treat the owner’s economic interest (the right to receive distributions and share in profits) as property that can be transferred by sale, gift, will, or inheritance. But the transferee of an economic interest does not automatically acquire the right to participate in management, vote, or become a member unless the operating agreement or members agree to admit the transferee as a member.
• What a will accomplishes: A will can direct that your property, including your transferable economic interest in the LLC, pass to your son. That likely gives your son rights to distributions and to the economic value of the membership interest. But if the operating agreement requires member approval to admit a new member (or contains other death/transfer restrictions), your son may not obtain voting or management rights without the required approvals or without compliance with any buyout procedures.

Two common scenarios (hypotheticals):

• Hypothetical A — Single‑member LLC where the owner leaves the LLC interest by will to a son: If you are the sole member and will leaves “all my interest in My LLC” to your son, the son may receive the owner’s economic and membership interest. Still, practical steps usually remain: transfer paperwork, updating the LLC’s records and filings, and compliance with any single‑member LLC governance. If the operating agreement restricts transfers or requires notice before admitting a new member, the son may need to satisfy those rules. In many single‑member situations the transferee becomes the sole member, but the LLC’s documents and state filing practice determine the practical outcome.
• Hypothetical B — Multi‑member LLC with a restriction: If your operating agreement says a member’s interest on death is subject to a right of first refusal or mandatory buyout at a specified formula, the person named in your will (the son) may be entitled only to receive cash or distributions under the buyout, rather than becoming a voting member. The operating agreement’s restriction will normally control unless the members amend it.

Bottom line under Wisconsin law: The operating agreement and LLC law typically control transfer mechanics and admission of new members. A will can direct the disposition of your economic interest, but it rarely can force an LLC to admit a new member or eliminate contractual transfer restrictions that the operating agreement validly created.

What you should check and the steps to take

1. Read the operating agreement and articles of organization. Look for clauses about death, transfer, admission of transferees, right of first refusal, buyout formulas, and procedures triggered by a member’s death.
2. Confirm what your will actually transfers. Is your will worded to transfer the “membership interest” (including management rights) or the “economic/transferable interest” (distributions only)? Precise language matters.
3. Determine whether transfer restrictions apply. If the operating agreement requires member consent, gives the LLC or remaining members a buyout or refusal right on death, your intended transferee may be limited to financial compensation rather than membership.
4. Consider amending the operating agreement now if you want your son to become a member automatically. Amending the operating agreement (with whatever vote the agreement requires) is the most direct way to ensure your son gets full membership rights.
5. Consider an inter vivos transfer or a buy‑sell funded by life insurance. Transferring part or all of your interest during life, or creating a buy‑sell arrangement funded by life insurance, can avoid post‑mortem objections or restrictive transfer rules.
6. Have the will and business documents coordinated by an attorney. Estate planning and business law overlap. A coordinated plan avoids conflicting provisions and ensures that your estate plan achieves your goals.

When a will might be ineffective to achieve full control transfer

Examples where the will’s instruction cannot produce the desired result without additional action:

• Operating agreement requires unanimous member approval to admit any transferee as a member.
• The operating agreement contains a mandatory buyout on death at a set formula (so the decedent’s estate receives cash, not membership).
• The LLC has creditor liens or contractual obligations that affect transferability.

In these cases, your son could still inherit the economic value, but not necessarily voting or management rights.

When a will can accomplish the transfer

A will can accomplish a transfer of the membership interest when either (a) the operating agreement permits transfers by will without member consent, (b) the members consent to admit the devisee, or (c) you change the operating agreement or structure before death (for example, you amend the agreement to allow automatic admission of your son or you transfer the membership to him during life).

Practical checklist — what to do now

• Locate and review the operating agreement and any buy‑sell or shareholder/member agreements.
• Talk with an estate planning attorney and a business/LLC attorney experienced in Wisconsin law.
• If you want the son to have management control, consider amending the operating agreement or transferring the interest now.
• Consider funding any buyout obligation with life insurance to make payment predictable for your estate and heirs.
• Make sure your will uses precise language describing business interests and refers clearly to your LLC membership interest and the desired form of transfer.

Relevant Wisconsin statutory resources

Wisconsin statutes that govern LLCs and wills are helpful starting points:

• Wisconsin Limited Liability Company Act (chapter): Wis. Stat. ch. 183 — Limited Liability Companies — review the provisions on transferable interests, member rights, and transfers.
• Wisconsin Wills (chapter): Wis. Stat. ch. 853 — Wills — shows formal requirements for wills and how property passes by will.

Note: The text of particular statutory sections that address transferability and rights of transferees will explain the split between economic and membership rights; use the legislative site to read the exact language and any recent amendments.

When to contact an attorney

Contact an attorney if you want to:

• Ensure your estate planning documents achieve both tax and business goals;
• Amend an operating agreement to allow automatic admission of your heir;
• Negotiate a buy‑sell agreement or fund one with life insurance; or
• Resolve a dispute between members about the meaning of transfer or death provisions.