Transfer on Death Provisions

What happens to a member’s membership interest in a limited liability company (LLC) upon his death? Generally, a death should be treated as nothing more than a transfer of interests between the deceased member and the person who is that member’s rightful heir. But what about any restrictions on transfer spelled out in the Operating Agreement? There is case law that holds that the express language in contracts (here, the Operating Agreement) addressing the disposition of the membership interest trumps contrary language in a testamentary instrument, such as a will or trust.

And what if the LLC is a…