Detailed Answer

Short answer: If your LLC operating agreement does not state what happens to your membership interest when you die, New Hampshire’s default rules and the LLC’s formation documents will control. In practice, your economic interest (the right to receive distributions) will typically pass to your estate or heirs, but the right to participate in management and vote as a member usually will not transfer automatically to your heirs unless the operating agreement or the other members agree. That can create uncertainty, trigger buy‑out rights, require probate steps, or even (in a single‑member LLC) lead to dissolution unless the company has other provisions or the other members act to continue the business.

How New Hampshire law generally treats a deceased member’s interest

Under the default rules used by many states and reflected in New Hampshire’s limited liability company statutes and practice, a membership interest has two main components:

• Economic rights — the right to receive distributions of profits and the right to any proceeds if the LLC sells assets or liquidates. These rights are treated as transferable personal property and can pass under a will or by intestacy to your estate or beneficiaries.
• Management and membership rights — the right to vote, to be a manager, or to take part in LLC governance. These rights are often non‑transferable by default and remain subject to the consent or admission procedures in the operating agreement or state law.

Because the operating agreement is the primary governance document for an LLC, silence in that agreement leaves the LLC to rely on statutory default rules and the other documents (for example, any buy‑sell provisions in the articles of organization or certificates) and on the decisions of the surviving members.

Practical effects you can expect in New Hampshire

• If you die and the operating agreement is silent, your estate or beneficiaries will usually inherit your financial share. They will receive distributions to which you would have been entitled, subject to the LLC’s distribution policies and timing.
• Your heirs generally will not step into your management role automatically. To become full members with voting rights, the transferees often must be approved by the other members in accordance with the operating agreement or state default rules.
• The LLC or other members may have a right to buy your economic interest (a buy‑out), or there may be a right of first refusal, if such provisions appear elsewhere (for example, buy‑sell language in the operating agreement or in state law default rules).
• For single‑member LLCs, death of the sole member can create a special problem: absent provisions allowing continuation, New Hampshire law and the LLC’s documents may treat the LLC as needing to dissolve or be administered through probate until a transfer is arranged.
• Because membership transfers can affect control, the absence of clear instructions often leads to disputes among heirs and remaining members, delay in distributions, and additional probate or court proceedings.

Steps administrators, heirs, and remaining members usually take

1. Locate and review the operating agreement and the articles/certificate of formation. Even if the operating agreement is silent on death, it may have transfer, buy‑out, valuation, or continuation clauses elsewhere.
2. Identify whether the deceased left a will or trust that specifically disposes of the membership interest. If placed in a revocable trust, the trustee may be able to step into ownership without probate delay.
3. Open estate administration or probate as needed so a personal representative can act on behalf of the estate to transfer or sell the economic interest.
4. Notify the LLC in writing and follow any notice, consent, or admission procedures the LLC requires before the heir receives member status (if the other members must approve new members).
5. If the LLC or other members have a contractual buy‑out right, expect valuation procedures to be followed; if there is no valuation method specified, parties may need to agree on an appraiser or go to court for a valuation.
6. Consider whether the estate should negotiate a sale of the economic interest to the LLC or to remaining members to avoid management disputes and preserve value.

Where to look in New Hampshire law and government resources

Relevant New Hampshire statutes and resources include the state LLC statutes and the probate court rules and procedures. You can search or read the Revised Statutes Annotated at the New Hampshire General Court website and find probate information at the New Hampshire Judicial Branch:

• New Hampshire Revised Statutes (General index): https://www.gencourt.state.nh.us/rsa/html/
• New Hampshire Judicial Branch — Probate Court information (estate administration, wills, and related procedures): https://www.courts.state.nh.us/courts/probate/index.htm
• New Hampshire Secretary of State — Business Services (filing and entity information): https://sos.nh.gov/corporate/

Note: state statutes and forms describe default rights and procedures; the LLC’s operative documents (operating agreement and certificate) usually control where they exist and are clear.

When silence can cause the biggest problems

Common trouble spots when an operating agreement is silent include:

• Heirs want to participate in management but remaining members do not consent.
• The estate needs liquidity but there is no buy‑out mechanism or agreed valuation method.
• The LLC is single‑member and there is no succession plan resulting in business interruption or forced dissolution.
• Multiple heirs disagree among themselves about whether to sell, hold, or seek admission as members.

Practical example (hypothetical)

Jane is a 30% member of a New Hampshire multi‑member LLC with no operating agreement term about death. Jane dies testate and leaves her assets to her two children equally. Her membership interest (economic rights) passes to her estate. The operating agreement requires remaining members’ approval to admit new members. The children will receive distributions but will not automatically be admitted as members with voting rights. The LLC and the children negotiate: the LLC exercises a buy‑out right (if any) or agrees to purchase the estate’s economic interest, or the children accept distributions without member status while the LLC continues under remaining management. If no agreement can be reached, the estate may petition probate or a court for relief.

When you should talk to a New Hampshire attorney

Talk with a New Hampshire business or probate attorney if any of the following is true:

• You or a deceased member’s heirs need to know whether heirs can become members.
• There is no buy‑out or valuation method and parties cannot agree on a fair price.
• The LLC is single‑member and you want to avoid dissolution on the owner’s death.
• There are disputes among heirs or members about control, distributions, or continuation.

An attorney can review the LLC’s operating agreement, the articles of organization, and the estate paperwork and recommend the fastest, lowest‑cost path to transfer, sale, or continued operation.

Disclaimer

This article is educational only and does not constitute legal advice. I am not a lawyer. For advice about a specific situation in New Hampshire, consult a licensed attorney in your area.

Helpful Hints

• Review your operating agreement and the articles of organization first — those documents control unless they are silent.
• If you own an LLC interest, consider naming a successor trustee and placing the interest in a revocable trust to avoid probate delay.
• Include buy‑sell language and an agreed valuation method in your operating agreement to reduce post‑death disputes and speed transfers.
• For single‑member LLCs, plan expressly for succession or conversion so your business does not automatically dissolve on death.
• If you inherit an LLC interest, get copies of the operating agreement and any amendments immediately, and ask for a meeting with the remaining members to learn your options.
• Keep LLC records and capital account statements up to date; they are vital for valuation when buy‑outs occur.
• Consider key‑person or ownership insurance (life insurance with proceeds earmarked for a buy‑out) to provide liquidity for estate buy‑outs.
• Consult both a probate attorney and a business/transactional attorney when planning or administering a transfer of an LLC interest.