Detailed Answer

Short answer: In Arizona, a last will and testament generally cannot unilaterally override an LLC’s operating agreement. A will can pass your personal property — including the economic interest in an LLC — to your son, but that transfer is subject to the LLC’s operating agreement and state law. That means your son may receive the financial (economic) rights but might not automatically receive management or voting rights if the operating agreement restricts transfers or requires member approval.

How this works under Arizona law

Two different legal systems are involved when an LLC member dies: estate law (wills and probate) and LLC law (operating agreements and statutes). Under Arizona probate law (Title 14 of the Arizona Revised Statutes) your will controls how your personal property is distributed after your death. Under Arizona LLC law (Title 29 of the Arizona Revised Statutes) the operating agreement and the statutory default rules control who is a member, what rights a transferee gets, and whether transfers are allowed.

Practical effect:

• If your operating agreement contains transfer restrictions (for example, a requirement that members consent to transfers, a right of first refusal, or a buy-sell clause), those provisions typically bind your estate and any person who receives your interest under your will.
• If the operating agreement treats a devisee as only an “assignee” of the deceased member’s economic interest until the other members admit the devisee as a member, your son would likely have the right to receive distributions and share in profits tied to your interest but would not automatically step into your voting or management role.
• Many operating agreements include mandatory buyout provisions on death that require the LLC or the remaining members to purchase the decedent’s interest. In that case, your will can direct the beneficiary but cannot prevent the buyout if the agreement requires it.

Why a will can’t always override the operating agreement

The operating agreement is a contract among the members governing the LLC’s internal affairs and transfers. Contract terms are generally enforceable against the member and the member’s estate. Arizona’s LLC statutes give members rights and allow the operating agreement to set transfer rules and terms. That creates a binding framework that a unilateral declaration in a will cannot undo.

What your son likely gets if you leave your LLC interest by will

• Economic rights: distributions tied to the decedent’s share of profits and losses and the right to receive amounts payable to the decedent’s interest, unless the operating agreement provides otherwise.
• Management and voting rights: usually not automatic. The operating agreement or statute may require approval by the remaining members for the devisee to become a full member with voting or managerial rights.
• Timing: the transfer of economic benefits passes by probate, but the transferee’s status within the LLC is controlled by the operating agreement and any required consents or formal admission procedures.

Relevant Arizona law (where to look)

For primary source guidance, review Arizona’s statutes on wills and probate (Title 14) and on limited liability companies (Title 29). These statutory provisions explain how property passes under a will and how LLC interests and transfers are treated under state law.

Arizona Revised Statutes – Title 14 (Wills, Trusts, and Fiduciary Relations):
https://www.azleg.gov/arsDetail/?title=14

Arizona Revised Statutes – Title 29 (Partnerships, Limited Partnerships, and LLCs):
https://www.azleg.gov/arsDetail/?title=29

Hypothetical example

Suppose you own 40% of GreenLeaf LLC and your operating agreement states that any member’s interest is subject to a right of first refusal by the LLC and that a transferee only becomes a full member with the unanimous consent of the other members. You leave a will that says “I leave my GreenLeaf interest to my son.” Under Arizona law and typical operating agreements:

• Your son would inherit your economic interest (the right to receive distributions) but the LLC and other members could exercise the right of first refusal or require a buyout consistent with the operating agreement.
• Your son would not automatically obtain voting or management rights unless the existing members admit him as a member per the agreement’s admission rules.

What you should do if you want your son to receive full ownership and control

1. Review the operating agreement now. Check transfer restrictions, buy-sell provisions, consent rules, and admission procedures.
2. If you want your son to be a full member on your death, consider amending the operating agreement with the other members while you are alive to permit the transfer or to name your son as an approved successor.
3. Consider other estate-techniques: transfer the interest during your lifetime (sale, gift, or membership reclassification), or use a trust that is already an approved member.
4. Coordinate estate and business planning jointly with an attorney and tax advisor, because transfers can trigger tax events, change control, or violate financing agreements.

Helpful Hints

• Do not assume a will alone will let your son run the company; read the operating agreement first.
• If the operating agreement has a buy-sell clause, your estate may be forced to sell rather than transfer the member role.
• If you want seamless succession, negotiate an amendment to the operating agreement now that names your successor or creates a path for admission without onerous approvals.
• Keep business documents accessible and tell an executor where to find the operating agreement and company records.
• Speak with an Arizona attorney who works at the intersection of estate planning and business law — they can prepare amendments, trusts, or buy-sell arrangements tailored to your goals.
• Confirm any transfer doesn’t breach lender covenants or tax rules; get tax advice before gifting or selling interests.

Disclaimer: This article is for general informational purposes only and does not constitute legal advice. It does not create an attorney-client relationship. Laws change and every situation is different. Consult a licensed Arizona attorney for advice about your specific facts and to prepare or review legal documents.