Detailed answer — short version

Generally, a last will and testament cannot unilaterally override an LLC’s operating agreement or the LLC law that governs transfers of membership interests in Rhode Island. Your will can direct that your interest be left to a beneficiary, but that beneficiary’s rights will be shaped by the LLC’s operating agreement, the company’s formation documents, and Rhode Island LLC statutes. In practice, a will often transfers the economic value of the interest (the right to receive distributions) but does not automatically grant management rights, voting rights, or membership status unless the operating agreement and law allow it.

Why a will may not be enough under Rhode Island law

Two legal layers control what happens to an LLC interest when an owner dies:

• The operating agreement and formation documents: Most operating agreements include clauses that limit transfers, require consent by other members, create buyout or right-of-first-refusal (ROFR) procedures, or specify what happens on a member’s death (for example, automatic redemption by the company). These contractual rules typically bind members and can prevent an immediate transfer of membership or management rights to the person named in a will.
• Rhode Island LLC law: State statute sets default rules about transferable interests, admission of transferees as members, and what rights a transferee acquires without consent. These statutory rules are the fallback when the operating agreement is silent. For background on Rhode Island law that governs business entities and estates, see the Rhode Island General Laws: Title 7 (business/corporations) at https://www.rilegislature.gov/Statutes/TITLE/7/ and Title 33 (decendents’ estates/probate) at https://www.rilegislature.gov/Statutes/TITLE/33/.

How transfers commonly work in practice (typical provisions)

Common operating agreement provisions you will see include:

• Transfer restrictions: Prohibits transfers of membership interests without prior written consent of a specified percentage of members.
• Economic vs. managerial rights split: The decedent’s heirs may receive only the economic (distribution) rights while management and voting rights remain with existing members until they approve admission of the heir.
• Buy-sell / redemption on death: The company or remaining members have the option (or obligation) to buy back the decedent’s interest — frequently at a formula or appraised value — rather than admitting the heir as a member.
• Right of first refusal / approval windows: Other members typically have the right to match a proposed transfer or approve admission.

Hypothetical facts — how this could play out

Scenario: You own 60% of an LLC. Your will leaves your entire interest to your son.

Possible outcomes under Rhode Island law and a typical operating agreement:

• If the operating agreement allows transfer on death without approval, your son could become a member with both economic and management rights.
• If the operating agreement says transferees receive only distribution rights unless admitted by vote, your son would receive distributions but could not participate in management until the members approve.
• If the operating agreement contains a buy-sell or redemption provision, the company or other members may buy out your interest (often at a fixed formula or appraisal). Your son would get the buyout proceeds through your estate rather than direct ownership of the membership interest.
• If the operating agreement requires consent for any transfer and the members withhold consent, your son’s only remedy may be to negotiate with the members or accept proceeds paid to the estate.

Key Rhode Island law concepts to review

• Whether the operating agreement defines and restricts “transferable interest,” “membership interest,” and admission of new members. Most jurisdictions draw a distinction between economic rights (transferable) and management rights (often not transferable without consent).
• Default statutory rules that apply if the operating agreement is silent. Consult Rhode Island’s business law provisions for the governing framework: https://www.rilegislature.gov/Statutes/TITLE/7/.
• Probate and estate administration rules that apply when your will distributes property: https://www.rilegislature.gov/Statutes/TITLE/33/.

Practical steps to make sure your son receives the business interest you intend

1. Obtain and read the operating agreement, certificate of formation, and any buy-sell agreement. Those documents often decide the outcome.
2. Check for express transfer-on-death language in the operating agreement or an assignment provision that allows you to name a successor.
3. Consider transferring the interest during your lifetime — for example by gifting or selling it to your son now — if you want him to have full membership rights and you want to avoid post-death restrictions. Lifetime transfers can trigger tax and liability consequences; consult counsel and a tax advisor.
4. If you prefer the transfer at death, consult both an estate attorney and a business attorney to coordinate amendments to the operating agreement (if other members agree), or to create a buy-sell arrangement that provides liquidity to your estate while protecting business continuity.
5. Prepare valuation agreements or appraisals if the operating agreement uses a valuation formula on death, so your estate and heirs know what to expect.
6. Coordinate beneficiaries, wills, and any trust planning. A revocable trust can own or control the membership interest and may avoid probate issues depending on structure.

When to talk to a Rhode Island attorney

Talk to a Rhode Island business or estate attorney if you need help with:

• Interpreting or amending an operating agreement;
• Structuring a lifetime transfer vs. testamentary transfer to achieve your goals;
• Preparing a buy-sell agreement, ROFR, or admission terms that protect family and business;
• Handling tax consequences (estate tax, gift tax, basis issues) and probate administration.

Helpful hints

• Review the operating agreement first — it usually controls.
• Distinguish economic rights from management rights; a beneficiary may get money but not control.
• Look for buyout and ROFR clauses that trigger on death.
• Consider a lifetime transfer if you want your son to step into management without needing member approval later.
• Coordinate business planning with estate planning to avoid surprises in probate.
• Keep clear records and valuations to reduce family disputes and speed settlement.
• Check Secretary of State filing requirements when an ownership change happens: Rhode Island Business Services information is available at https://sos.ri.gov/divisions/business-services.