Detailed Answer

Short answer: Generally no. A last will and testament cannot unilaterally override an LLC operating agreement. The will can transfer whatever ownership interest you own at death, but state law and the LLC’s operating agreement usually control whether the heir actually takes the membership rights or only economic benefits.

How this works under Nebraska law

An operating agreement is a binding contract among the members of an LLC. It normally describes how membership interests transfer at death, whether other members must approve transfers, and whether the company has the right to buy the departing member’s interest. Nebraska’s statutes that govern limited liability companies provide default rules, but an operating agreement can change those rules. See the Nebraska statutes on limited liability companies for more detail: Neb. Rev. Stat., Chapter 21 (Limited Liability Companies).

At the same time, a will is a device to pass property at death under Nebraska probate law. A will can name a beneficiary for whatever property the testator owns, including an LLC membership interest. But a will cannot negate binding contractual restrictions in an operating agreement. For general rules on wills and probate, see: Neb. Rev. Stat., Chapter 30 (Probate Code and Wills).

Typical outcomes and why they happen

• Economic rights vs. membership/management rights: If the operating agreement allows transfer of the economic interest but requires member approval for admission, the heir may receive distributions and capital account rights but not voting or management rights until the members admit them. In effect, the heir becomes an assignee (financial owner) rather than a full member.
• Consent or buyout provisions: Many operating agreements include a buy-sell or mandatory purchase provision at a member’s death. That means the LLC or the remaining members can require the estate to sell the interest at a fixed or formula price. A will cannot override those contractual buyout rights.
• Restrictions on transfer: If the operating agreement bars transfers without consent or places other conditions on transfer, those restrictions usually remain enforceable against the decedent’s estate.
• Single-member LLCs: If you own 100% of the LLC and the operating agreement contains no restrictions, your will can more easily pass the whole company to your heir. But if an operating agreement or other contract limits transfer, the same issues described above still apply.

Example (hypothetical)

Imagine you own 50% of an LLC with an operating agreement that requires unanimous consent for any new member and gives the company the right to buy a deceased member’s interest at fair market value. You sign a will leaving your interest to your adult child. At your death, your child will likely inherit the economic value of your 50% share (the estate receives the value), but the LLC and remaining members can enforce the buyout clause. The child may get cash from the buyout rather than becoming a voting member unless the remaining members choose to admit them.

Practical steps to take now

1. Locate and read the operating agreement carefully. Look for clauses about death, transfer, buy-sell provisions, admitted members, and assignment of economic interest.
2. Check whether the LLC is governed by Nebraska law and whether the operating agreement modifies default statutory rules. The Nebraska Legislature’s chapter on LLCs is here: https://nebraskalegislature.gov/laws/browse-chapters.php?chapter=21.
3. Consider alternate estate planning tools. For example, owning your membership interest through a trust or adding an appropriate transfer-on-death mechanism (if the company and state law allow) can make succession smoother than relying on a will alone.
4. Talk to the other members or company managers. They may prefer to negotiate admission or a buyout in advance rather than leave the matter to probate.
5. Get trusted legal and tax advice. LLC transfers can raise estate, gift, and income tax issues and may require properly drafted documents to accomplish your goals.

Where to look for official information

• Nebraska statutes on limited liability companies: Chapter 21.
• Nebraska statutes on wills and probate: Chapter 30.
• Nebraska Secretary of State — business and LLC guidance: sos.nebraska.gov.

Helpful Hints

• Read the operating agreement first. It often determines what happens at death.
• If you want your child to step into your member role, build that plan into the operating agreement now (or get member consent to amend it).
• Consider using a revocable trust to hold your LLC interest; trusts often avoid some probate delays and can make transition smoother.
• Look for and keep any buy-sell valuation formulas and notice requirements — missing a deadline can trigger default outcomes.
• Document your intentions in writing and communicate with other members to reduce surprises and disputes after death.
• Ask about tax consequences before transferring or selling an interest — estate, capital gains, and basis issues can matter a lot.

Next steps: If you want your business interest to pass in a particular way, schedule a planning meeting with an attorney who understands Nebraska LLC and estate law. They can draft or amend documents (operating agreement, buy-sell, trust, or will) to align the legal mechanics with your goals.

Disclaimer: This article provides general information about Nebraska law and is not legal advice. It does not create an attorney-client relationship. For advice tailored to your situation, consult a licensed Nebraska attorney.