Can a will override an LLC operating agreement in Illinois?

Detailed Answer — plain explanation of how Illinois law treats wills and LLC operating agreements

Short answer: Generally no. In Illinois, an operating agreement governs how an LLC treats membership interests, transfers, and who becomes a member. A will can transfer whatever property rights a member actually owns at death (usually an economic or transferable interest), but it cannot force the LLC to admit a person as a member if the operating agreement or the LLC Act places conditions or restrictions on transfers or membership.

Why that is the rule

There are two separate legal ideas at play:

Testamentary transfer: A will disposes of the decedent’s property rights at death. If a membership interest is property, the decedent can will those property rights to someone (for example, a child).
LLC governance and membership rules: An LLC’s operating agreement (and the Illinois Limited Liability Company Act) controls who is a member, whether a transferee can become a member, and what voting or management rights attach to transferred interests. The operating agreement can require consent, impose buy-sell steps, or limit admission of successors.

Because the LLC is a separate legal entity, Illinois law and the operating agreement usually control admission of new members and enforce any transfer restrictions. If the operating agreement requires member approval before a transferee becomes a member, a will cannot unilaterally override that requirement.

Relevant Illinois statute

The Illinois Limited Liability Company Act governs LLCs in Illinois and sets default rules about membership and transferable interests. For the text of the Act, see the Illinois General Assembly’s page for the Act: https://www.ilga.gov/legislation/ilcs/ilcs.asp?ActID=2495 (805 ILCS 180/ et seq.). The Act allows an operating agreement to set rules for transfers and admission of members, and it distinguishes between a transferable (economic) interest and the status of member with management rights.

Typical outcomes under Illinois practice

If the operating agreement does not restrict transfers: Your will can transfer your membership interest and the named person may become a member (subject to any statutory formalities).
If the operating agreement restricts transfers or requires consent: The will can transfer your economic rights (right to distributions), but the assignee named in the will usually will not automatically gain voting or management rights. The operating agreement may give existing members the right to buy out the decedent’s interest or to approve the transferee.
If the operating agreement contains a mandatory buy-sell on death: The LLC or remaining members may have the right to purchase the interest on set terms. The will recipient may receive cash instead of membership rights.

Hypothetical fact patterns (examples)

Example 1 — No transfer restriction: Alex owns 50% of an Illinois LLC. His operating agreement has no rules preventing transfer on death. Alex’s will leaves his interest to his son. Under these facts, the son likely receives Alex’s membership interest and associated rights.

Example 2 — Transfer restriction / buy-sell: Beth’s operating agreement says any transfer on death requires unanimous member consent or triggers a mandatory purchase of the decedent’s interest for a fixed formula price. Beth leaves her LLC interest to her son in her will. In this case the son likely receives Beth’s economic interest (entitlement to distributions until the buyout is completed) but not automatic membership or voting rights; the LLC or members can enforce the buy-sell or refusal-to-admit rules.

How to confirm what will happen in your case

Read the operating agreement carefully. Look for clauses titled “transfer,” “assignment,” “buy-sell,” “death of a member,” or “admission of new members.”
Check whether the agreement distinguishes between a “transferable interest” (economic rights) and membership (management/voting) rights.
Determine whether the agreement contains a valuation or buyout mechanism on death, or if it allows the LLC or surviving members to refuse admission.
Confirm whether the LLC has adopted any amendments or resolutions that affect transfer rules.

Practical estate planning options if you want your son to get the business interest

Amend the operating agreement now (if you can get the required approvals) to expressly permit admission of your son on your death.
Use a buy-sell agreement funded by life insurance so the company or other members can buy out your interest while providing cash to the heirs.
Gift the interest during your lifetime (subject to tax and company consent issues) if the agreement allows transfers.
Negotiate a personal agreement with the other members to admit your son as a successor member on death.
Work with an estate-planning attorney to coordinate your will, the operating agreement, and any tax or probate consequences.

Helpful Hints

Don’t assume a will alone will give your son full ownership and control of the LLC. Check the operating agreement first.
Operating agreements are enforced. If they require consent or a buyout, those provisions usually control over a contradictory will.
Even if your son receives only economic rights, he may still be entitled to distributions until any buyout occurs. Terms vary by agreement.
If you want your son to manage the business after you die, amend the operating agreement now to avoid disputes and uncertainty.
Keep records and get written consents or amendments signed by the members—verbal promises are risky after death.
Consult both an Illinois business attorney (to handle the operating agreement and corporate issues) and an estate attorney (to coordinate the will and tax consequences).