Short answer: In Oklahoma, a last will and testament generally cannot unilaterally override a limited liability company’s operating agreement. The operating agreement and the Oklahoma Limited Liability Company Act govern who may own, manage, or become a member of the LLC; a will can transfer a person’s transferable (economic) interest unless the operating agreement or state law restricts that transfer.

How this works in plain language

Think of a membership interest in an LLC as two parts:

• Economic/financial rights (the right to receive distributions, share profits and losses) — these are often transferable by will unless the operating agreement says otherwise.
• Membership/management rights (voting, management, control) — these are usually controlled by the operating agreement and state LLC law. Most operating agreements require other members’ consent before a successor can step into full member/manager status.

What Oklahoma law says (where to look)

The rules that govern transfers and member rights are in the Oklahoma Limited Liability Company Act (see Title 18 of the Oklahoma Statutes). Read the LLC statute for how the law treats transferability, dissociation on death, and whether an assignee becomes a member or only holds economic rights. For probate and will-processing rules, consult Oklahoma’s probate statutes (see Title 58 of the Oklahoma Statutes).

Oklahoma Limited Liability Company Act (Title 18): https://www.oklegislature.gov/osstatuestitle.html?title=18

Oklahoma Probate/Wills statutes (Title 58): https://www.oklegislature.gov/osstatuestitle.html?title=58

Typical outcomes under Oklahoma rules (common scenarios)

• If the operating agreement allows free transfer: Your will can leave your membership interest to your son, and the son likely receives both economic and membership rights (subject to LLC admission procedures).
• If the operating agreement restricts transfers or requires approval: Your son may inherit only the economic/financial benefits (an assignment of distributions). He usually will not automatically obtain voting or management authority unless the other members approve him per the operating agreement.
• If the operating agreement contains a buy‑sell or right-of-first-refusal provision: The LLC or the other members may have the right to buy your interest before the transferee (your son) can become a member.
• If the operating agreement says membership ends on death: The deceased’s membership may terminate and the estate receives only a transferable financial interest; the will can direct who receives those proceeds, but it does not recreate membership rights contrary to the agreement.

Example (hypothetical)

Imagine you own 40% of an Oklahoma LLC. Your operating agreement says membership transfers require a majority vote of the other members and that a deceased member’s transferee is an assignee only until approved. Your will leaves your LLC interest to your son. At your death, your son receives the right to any distributions you were owed (economic interest), but he does not become a member with voting or management rights unless the members vote to admit him. If the operating agreement contains a buyout clause, the LLC or remaining members may instead buy out your 40% interest and pay that money to your estate or to your son per your will.

Practical steps to make sure your wishes are honored

1. Read the operating agreement carefully. Look for transfer restrictions, buy-sell provisions, admission rules, and any clause about death or incapacity.
2. Check whether your interest is split into “transferable/financial” and “membership/managerial” rights and what happens to each at death under the agreement and Oklahoma law.
3. If you want your son to have full membership rights, talk with the other members and amend the operating agreement (in writing) so your son can succeed to membership on your death.
4. If amendment isn’t possible, consider a buy-sell arrangement funded with life insurance or a trust that holds the interest subject to the operating agreement’s terms.
5. Coordinate your estate plan and business documents. A will alone often isn’t sufficient to guarantee management or membership outcomes for your business interest.

When to get a lawyer

Consult an attorney experienced in Oklahoma business and estate law before relying on a will to transfer an LLC interest. A lawyer can:

• Review the operating agreement and Oklahoma statute provisions applicable to your LLC;
• Draft an amendment, buy‑sell agreement, trust, or other business succession documents; and
• Coordinate your will and business agreements so your intent is actually enforceable.

Bottom line

Your will can direct who receives the economic value of your LLC interest in Oklahoma, but it usually cannot override an operating agreement that limits transfers or requires approval for someone to become a member. If you want your son to step into full membership and management rights automatically, you must take steps within the LLC’s governing documents (or obtain other members’ consent) to permit that outcome.

Helpful Hints

• Locate the most recent operating agreement and any amendments. That document usually controls succession rules.
• Search the operating agreement for terms like “transfer,” “assignment,” “admission of members,” “buy-sell,” “right of first refusal,” and “death” or “dissociation.”
• If your will leaves the interest to someone, name them as beneficiary of any buyout proceeds if a buyout clause exists.
• Consider using a revocable trust that owns your LLC interest so admission rules and timing can be managed more smoothly.
• Document member consents in writing. Oral promises from other members are risky and may not bind the LLC.
• Keep corporate records up to date: membership ledgers, admission consents, and amendments help avoid disputes at your death.
• Ask for a copy of any company valuations used for buyouts so your estate gets fair value for the interest if a buyout is triggered.
• Talk to both a business lawyer and an estate planning lawyer so business and probate documents work together.

Disclaimer: This article is for general informational purposes only and is not legal advice. It does not create an attorney-client relationship. For advice tailored to your situation, consult a licensed attorney in Oklahoma.