Short answer

A valid will can direct how your personal property, including your economic interest in a limited liability company (LLC), is distributed after your death. However, your will cannot unilaterally override a binding LLC operating agreement or state LLC law. In New York, the operating agreement and the LLC statute control membership rights, transfer restrictions, and buyout rules. A devise in a will is effective only to the extent that the LLC interest is transferable under the operating agreement and the New York Limited Liability Company Law.

Detailed answer — how the law works in New York

Two legal concepts control what happens to an LLC interest at death: (1) property law and wills (what your will attempts to give away), and (2) contract/statutory law (what the operating agreement and New York LLC law permit).

Operating agreement and contract rights

An operating agreement is a contract among the members. It commonly sets rules about transfers, death of a member, buy-sell mechanics, rights of first refusal, and whether a transferee becomes a member or only receives economic proceeds. Under New York law, many operating agreements treat a deceased member’s transferable interest (the right to receive distributions) differently from membership status (voting, management, and information rights). The operating agreement will generally control how and whether membership status passes to an heir.

See the New York Limited Liability Company Law for the statutory framework that governs LLCs in New York: https://www.nysenate.gov/legislation/laws/LLC

What a will does

Your will disposes of your probate estate. If you leave “my LLC interest” to a beneficiary, the will transfers whatever property interest you actually own at death — but that transfer is subject to any restrictions or conditions in the operating agreement and applicable law. If the operating agreement forbids transfers without consent or requires a buyout price, the beneficiary receives only what you could lawfully transfer: often economic proceeds rather than full membership rights.

Common rules and outcomes

If the operating agreement prohibits transfers or requires member consent, a devise in your will cannot force the LLC to recognize the heir as a member. The LLC can enforce those contractual restrictions.
If the operating agreement contains a buy-sell or redemption provision on death, the estate may be entitled to a cash payment (buyout) instead of membership. The will’s devise might direct who receives that payment, but it cannot nullify the buyout mechanism.
If the operating agreement allows assignment of economic rights on death but requires the transferee to be approved to become a full member, the heir may receive distribution rights only until the LLC admits them as a member by following the operative consent process.
If the operating agreement is silent about death or transfer, default rules in the New York Limited Liability Company Law and general contract principles apply. Those default rules often treat a transferee as having only transferable economic rights until the members admit them as a member.

Practical examples (hypotheticals)

Example A — Operating agreement has a buyout on death: The agreement says the LLC must buy the deceased member’s interest at a fixed formula. Your will leaves your interest to your son. The executor can claim the buyout payment for the estate and then pass that cash to your son under the will. The son does not become a member unless members approve.

Example B — Operating agreement requires unanimous consent to admit new members: Your will leaves your membership to your son. Because the agreement requires unanimous consent, he cannot become a member without meeting that condition. He may still receive economic distributions if the agreement allows assignment of those rights.

Steps to take before and after death

Review the operating agreement now. Look for transfer restrictions, death/redemption provisions, and consent procedures.
Consider amending the operating agreement while living if you want to ensure your heir becomes a member (this requires following amendment procedures and agreement by other members).
Coordinate estate planning documents with the LLC plan — for example, a buy-sell funded by life insurance avoids conflict between a will and the operating agreement.
After death, the executor should open probate, present the will, and notify the LLC. The executor must follow the operating agreement’s steps (e.g., provide notice, obtain valuations, and accept or negotiate a buyout).

Helpful hints

Do not assume a will alone will transfer full membership rights. Check the operating agreement first.
Look for key phrases in the operating agreement: “transferable interest,” “assignment,” “buyout on death,” “right of first refusal,” and “admission of a transferee.”
If you want an heir to step into your management role, get the members’ agreement now or amend the operating agreement to spell out that result.
Keep records: a current operating agreement, member ledger, any membership certificates, buy-sell valuations, and company consents help your executor act quickly.
Plan for liquidity. If the LLC has no ready market, a buyout funded by life insurance or a spouse/family agreement prevents family disputes.
Talk to both an estate planning attorney and a business lawyer familiar with New York LLC law. They can coordinate steps that respect both the will and the operating agreement.
When you hire a lawyer, bring: the operating agreement, the certificate of formation, member lists, tax returns, and any prior buy-sell or shareholder agreements.

Relevant New York statutes and resources

New York’s statute for LLCs provides the contract and default rules that apply: New York Limited Liability Company Law — https://www.nysenate.gov/legislation/laws/LLC

New York probate and will rules are in the Estates, Powers & Trusts Law (EPTL): https://www.nysenate.gov/legislation/laws/EPT

When to get legal help

Get legal help before you sign or amend estate documents if your goal is to transfer business control to a family member. After a death, contact an attorney if the operating agreement’s terms conflict with a will, if members refuse to follow an agreed buyout, or if valuation disputes arise. A lawyer can help the executor respect the operating agreement, comply with probate rules, and negotiate solutions (consent, buyout, or amendment).

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