Detailed Answer — Can a will override an operating agreement?

Short answer: Usually not. Under Iowa practice, an LLC member’s will can pass whatever property rights the member actually owns at death, but it cannot unilaterally defeat contractual restrictions in the LLC’s operating agreement or change the company’s internal governance rules.

How this works in plain terms

An LLC operating agreement is a contract among the company and its members. That contract commonly sets rules about:

• whether membership interests can be transferred;
• whether transfers require consent from other members or the manager(s);
• whether a transferee may obtain management or voting rights, or only economic rights;
• buy‑sell or right‑of‑first‑refusal procedures if a member dies.

If the operating agreement says transfers are restricted, a devise in a will that attempts to give the membership interest to your son will typically be subject to those restrictions. In practice that means:

• Your will can direct that your son inherits your economic interest (the right to distributions and allocation of profits and losses) unless the operating agreement says otherwise.
• Your son may not automatically gain management, voting, or membership rights if the operating agreement (or the LLC statute) requires consent or provides that a deceased member’s transferee is only entitled to economic rights until the members admit the transferee.
• If the operating agreement contains a mandatory buy‑out on death (for example, a buy‑sell price or formula), the LLC or the remaining members may be entitled to buy your interest rather than allow your son to become a full member.

Why the operating agreement usually controls

Contracts between members create expectations and protect the company’s continuity. Courts generally enforce those agreements. A will cannot rewrite a contract that the decedent already made. If the member agreed while alive to restrictions on transfer, the will cannot erase that agreement.

Probate vs. contract rights

A will operates through probate to transfer the decedent’s probate property. But membership interests are both property and contract rights. Iowa probate will transfer the decedent’s transferable economic interest to the devisee, but the transferee’s ability to exercise full membership rights will depend on the operating agreement and any applicable LLC statutes or company procedures.

What typically happens in practice (examples)

Example A — Operating agreement allows transfer only with unanimous member consent. Your will leaves your “LLC interest” to your son. At death, your son inherits the economic interest, but the members may lawfully refuse to admit him as a member. He keeps the right to distributions (if any are due to your share) until the company buys out your share or admits him under the agreement.

Example B — Operating agreement contains a buy‑sell triggered by death. Your will leaves your interest to your son. The agreement requires the LLC to purchase the deceased member’s interest at a stated price. Your son receives the buy‑out proceeds through probate, not membership rights.

Statutory background and where to look

Iowa law treats LLC matters through the state LLC statutes and the general probate (decedents’ estates) rules. For more about Iowa statutes and official text, visit the Iowa Legislature website: https://www.legis.iowa.gov/. When you review documents or consider next steps, pay special attention to:

• the LLC operating agreement (look for transfer, admission, buy‑sell, and death provisions);
• any recorded membership interests or side agreements (pledges, security interests);
• your personal estate plan documents (will, trust, beneficiary designations);
• Iowa probate rules and any Iowa statutes governing LLC transferable interests and member admission.

Bottom line

A will cannot reliably override an operating agreement. To ensure your son receives the type of interest you want him to have after your death, you must coordinate your estate plan with the LLC’s governing documents. Without that coordination, your son may end up with only economic rights or with a claim for a buy‑out rather than full membership.

Practical steps you can take now (Iowa‑focused)

1. Locate and read the operating agreement. Note any clauses on death, transfer, buy‑outs, admission, and consent requirements.
2. Talk to the LLC manager or other members. Some agreements allow an amendment or a written consent that lets you arrange an orderly transfer at death.
3. Consider a cross‑purchase or entity purchase buy‑sell funded by life insurance to provide liquidity to buy your interest for your heirs.
4. Consider removing the interest from probate by using an assignment, trust, or other estate planning device (for example, transferring your membership interest to a revocable trust that names your son as beneficiary). But note: transfers during life may also require member consent under the operating agreement.
5. Have an Iowa attorney review the operating agreement, your will, and any proposed transfer documents. They can draft provisions or amendments that align company rules with your estate goals.

Helpful Hints

• Don’t assume “interest” automatically means full membership. Distinguish economic (financial) rights from management/voting rights.
• Check for a right of first refusal or mandatory buy‑out on death — those terms often govern what happens after a member dies.
• Consider amending the operating agreement now if you want to guarantee a specific outcome at death.
• Use life insurance to fund buy‑outs if the company or members should purchase the interest on death.
• Keep estate documents and company documents together and up to date so executors and members understand your wishes and the legal constraints.
• In disputes, courts typically enforce written agreements; informal promises to other members are weak protection for a will’s plans.
• Speak to an Iowa probate or business attorney before making transfers or changes; timing and manner of transfer can have tax and governance consequences.