When the sole member of a Wyoming single-member LLC (SMLLC) dies, the decedent’s ownership interest becomes part of the estate and transfers through probate unless the operating agreement or estate planning documents provide otherwise. Transferring that inherited interest involves two separate tracks: (1) the estate/probate process that gives legal title to the inheritor, and (2) the LLC’s internal rules and Wyoming law that determine whether that inheritor becomes a full member (with management rights) or holds only economic rights.

Key legal framework

• Wyoming’s Limited Liability Company law governs membership and transfers. See Wyoming statutes for Title 17 (Limited Liability Companies): https://wyoleg.gov/Statutes/compress/title17.pdf.
• Probate and estate administration rules control how the decedent’s assets (including LLC interests) pass to beneficiaries. See Wyoming statutes for probate (Title 2): https://wyoleg.gov/Statutes/compress/title2.pdf.
• The Wyoming Secretary of State maintains business filings and provides forms and guidance for updating LLC records: https://sos.wyo.gov/Business/.

What typically happens to a membership interest inherited from an SMLLC owner

Membership interests usually separate into economic rights (right to share profits and distributions) and governance/management rights (the right to participate in decisions). Under typical LLC law (and commonly in Wyoming LLC practice):

• The inheritor obtains the decedent’s economic rights through probate (they can receive distributions due the decedent).
• Whether the inheritor becomes a full member with management rights depends on the LLC’s operating agreement and the LLC Act. If the operating agreement allows automatic admission of transferees, the inheritor may become a member. If the agreement requires approval of members or imposes restrictions, the transferee may only hold an assignment (economic interest) until the LLC admits them as a member.
• If the operating agreement is silent, Wyoming law and the LLC’s governing documents determine the result; often the personal representative can act temporarily (to wind up the business) but cannot always exercise full member management powers without admission.

Practical steps to transfer an inherited SMLLC interest in Wyoming

1. Locate governing documents. Find the LLC’s operating agreement and articles of organization. The operating agreement often controls admission of new members, transfer restrictions, buyout rights, and succession rules.
2. Open and complete probate or estate administration. The estate’s personal representative (executor/administrator) must administer the decedent’s assets. Probate generates documents (letters testamentary/letters of administration or a court order) proving the representative’s authority to transfer estate property to heirs or buyers. See Wyoming probate rules: Title 2 (Probate).
3. Determine what transfers by the will or by intestate succession. The will or Wyoming intestacy rules decide who inherits. The personal representative can then transfer the decedent’s membership interest to the beneficiary subject to the LLC’s rules.
4. Review transfer restrictions and buy-sell terms. If the operating agreement requires member approval, a right of first refusal, or a mandatory buyout on death, follow those procedures. If the LLC is silent, consult the operating agreement and consider the Wyoming LLC Act (Title 17).
5. Prepare transfer documentation. Draft and sign an assignment of membership interest or an admission agreement if the LLC will admit the inheritor as a member. The personal representative signs on behalf of the estate if the transfer occurs during probate.
6. Get LLC approval where needed. Hold the required member vote or obtain written consent if the operating agreement requires approval to admit a transferee as a member.
7. Update LLC records. Record the change in the LLC’s membership ledger and internal records. If the LLC lists members in public filings or if you change the organizer/registered agent, submit required forms to the Wyoming Secretary of State: Wyoming SOS business.
8. Close or update business bank accounts and tax records. Banks and the IRS will require proof of the inheritance/probate and updated EIN/owner documents. Consult an accountant for income and estate tax consequences.
9. Consider formal admission as a new member. If the inheritor wants management control, follow the operating agreement’s admission procedures. If the LLC does not admit the inheritor, they still hold economic rights and can receive distributions but likely cannot exercise member voting or management powers.

Common scenarios and what they mean

Scenario A — Operating agreement allows automatic succession: The inheritor is admitted as a member automatically and becomes manager if the decedent was manager. Transfer steps focus on probate paperwork and record updates.

Scenario B — Operating agreement restricts transfers or requires member consent: The inheritor receives economic rights but must be approved to become a member. The LLC or remaining members may buy out the interest under buy-sell terms.

Scenario C — No operating agreement and single-member LLC dies: The estate’s personal representative typically holds the membership interest and may wind up or continue the business temporarily. The representative might petition a court or work with the LLC’s formation documents to admit a new member or dissolve the LLC.

When to involve professionals

If the operating agreement is complex, if multiple heirs claim the interest, if creditors seek payment, or if the LLC faces tax issues, contact a probate attorney and a business/transactional attorney. Also consult an accountant for estate tax and income tax matters.

Disclaimer: This information is for general education only and is not legal advice. For advice about your specific situation, consult a licensed Wyoming attorney.

Helpful Hints

• Start probate early. Probate documents are necessary to transfer title and to show banks or the Secretary of State who can act.
• Find and read the operating agreement first. It usually controls admission and buyout rights.
• Look for a buy-sell provision or right of first refusal — these can speed up or block transfers.
• If the LLC is single-member and has no successor plan, the personal representative may need a court order to act as manager or to admit a new member.
• Update the LLC’s internal membership ledger and keep copies of the probate documents with the LLC records.
• File any required amendments or officer/manager changes with the Wyoming Secretary of State when you change the public record: https://sos.wyo.gov/Business/.
• Get a written assignment and, if applicable, a signed membership admission agreement. Oral transfers create disputes.
• Consider life estate planning tools (buy-sell agreements, trusts, member succession clauses) now to avoid probate when transferring business interests in the future.
• Keep tax filings current. Inherited interests can create estate and income tax issues; consult a tax professional.