Detailed Answer — Louisiana law (plain English)

If an LLC’s operating agreement does not say what happens to a member’s interest when that member dies, Louisiana law and general succession rules step in. Two separate legal ideas matter:

1. What happens to the economic interest (the right to distributions)? In most LLCs, a deceased member’s financial interest becomes part of the member’s estate and passes to the member’s heirs or beneficiaries under the member’s will or by Louisiana succession rules. The heir or beneficiary typically receives the right to any distributions and the value of the member’s share, but not automatically the member’s management or voting rights.
2. What happens to management and voting rights? Under typical LLC default rules (which Louisiana’s LLC law allows), transferees who acquire an interest by inheritance or assignment usually do not become full members with management or voting rights unless and until the other LLC members admit them as members according to the LLC’s admission procedures. That means the estate (or heirs) may be able to receive money, but they may not be able to control the company or vote on company matters without approval.

In short: silence in the operating agreement commonly means the decedent’s economic interest passes to the estate/heirs, but management rights remain with the surviving members unless the LLC or statute says otherwise.

Relevant Louisiana statutes and resources:

• Louisiana Revised Statutes on business organizations (Title 12) and the state’s default rules for LLCs. You can search the Louisiana statutes for “limited liability company” here: https://legis.la.gov/Legis/LawSearch.aspx?search=limited%20liability%20company. (Look for provisions that describe member rights, transfer of interests, and admission of transferees.)
• Louisiana succession law governs how a deceased person’s property (including an LLC economic interest) passes to heirs or legatees. You can search the Louisiana Civil Code and succession rules here: https://legis.la.gov/Legis/LawSearch.aspx?search=succession.

Note: Louisiana has unique succession rules (including forced heirship in limited circumstances). Forced heirship can limit how a deceased person may dispose of certain property and could affect how an LLC interest passes if the decedent has forced heirs. For a high-level introduction, search “forced heirship” on the legislature site: https://legis.la.gov/Legis/LawSearch.aspx?search=forced%20heirship.

Common outcomes and practical effects

• An heir receives distributions but may not join management or have voting rights without member approval.
• If the LLC is closely held and the remaining members want the decedent’s family out of the business, they can often keep management control while paying the estate the fair value of the deceased member’s economic interest.
• If the LLC needs continuity, members can adopt buy-sell procedures, insurance, or admission rules in the operating agreement to avoid uncertainty.

Example (hypothetical facts)

Jane and Marcus own 60/40 of a Louisiana LLC. The operating agreement is silent about death. Jane dies and leaves her assets to her adult child. Under succession principles, Jane’s economic right to any future distributions becomes part of her estate and passes to that child. But unless Marcus and the LLC approve, the child may not acquire Jane’s management or voting rights. Marcus could continue to run the business and pay the child distributions or negotiate a buyout of Jane’s share.

Helpful Hints — Steps to take now

• Review your operating agreement and certificate of formation for transfer and death provisions. If it is silent, plan changes.
• Add clear buy-sell and admission provisions to your operating agreement that explain: (a) whether a decedent’s heirs automatically become members; (b) how to value the departing member’s interest; and (c) any right of first refusal or mandatory buyout timeline.
• Consider life insurance owned by the LLC or cross-purchase policies to fund a buyout of a deceased member’s interest to avoid forcing a sale or distributing company cash.
• Decide whether you want heirs to be able to participate in management. State that decision expressly and set procedures for admission of new members.
• Talk to an estate planning lawyer in Louisiana about beneficiary designations, wills, and the possible effect of forced heirship on your business interests.
• If you are an executor or heir who inherited an LLC interest, gather the operating agreement and company records, and consult an attorney before accepting distributions or asserting management rights.
• Document member consent decisions in writing (meeting minutes, signed consents) to avoid later disputes.

Quick checklist for LLCs in Louisiana: operating agreement review; buy-sell clause; valuation method; admission rules for transferees; life insurance funding; coordinate with personal estate plan.