How wills interact with an LLC operating agreement under Utah law

Short answer: A will cannot unilaterally change the terms of an LLC’s operating agreement. Under Utah law, a will can transfer your economic interest in the company to an heir, but the operating agreement and Utah LLC law control whether the heir becomes a member with voting or management rights. Review the operating agreement and applicable Utah statutes to see what rights pass on death.

Detailed Answer — What actually happens

Start with two separate legal instruments: your will (a probate document) and the LLC operating agreement (a contract among members). Each governs different things.

1. What a will controls

Your will disposes of property that passes through probate. If you own an LLC interest, your will can leave whatever interest you personally own to your son. In practice, that means the economic entitlements — rights to distributions and the right to receive buyout amounts tied to your membership interest — generally pass to your estate and then to the beneficiary named in your will.

2. What the operating agreement controls

The operating agreement governs membership rights, management, transfer restrictions, buy-sell rules, admission of new members on death, and valuation procedures. Most operating agreements include clauses that:

Restrict transfers of membership interests without member approval;
Require the company or remaining members to buy the decedent’s interest (a buyout) upon death;
Allow only approved transferees to be admitted as members (so an heir gets economic rights but not necessarily voting/management rights).

Under Utah’s LLC law, the operating agreement and statutory default rules determine whether a transferee becomes a member or only receives economic rights. If the operating agreement requires member approval for admission, the heir typically will not automatically step into the decedent’s management or voting position without that approval.

3. How those two interact in practice

Common outcomes after a member dies:

If the operating agreement allows death transfers without restriction, your son may become a full member per the agreement’s terms.
If the agreement restricts admission, your son will likely receive only the economic/financial interest (distributions or buyout proceeds) until the members admit him per the agreement.
If the agreement contains a buy-sell or buyout-on-death clause, your estate (and therefore your son, if named in your will) will receive the buyout payment rather than ongoing membership rights.
If the agreement is silent, Utah statutory defaults will apply. Those defaults often treat the transferee as entitled to economic rights but not management rights unless admitted under the agreement.

4. Why your will cannot simply override the agreement

An operating agreement is a contract among members. A unilateral will cannot change existing contractual obligations between remaining members and the company. If the agreement says the company has a right to restrict transfers or require a buyout, the terms of that agreement will generally be enforced. That means your will cannot force the company to admit your son as a member if the agreement requires member consent for admission.

5. Utah statutes to consult

Relevant Utah law is found in the statutory provisions governing limited liability companies (see Utah Code, Title 48: Limited Liability Companies) and the probate rules governing wills and succession (see Utah Code, Title 75: Probate and Trusts). Those statutes set default rules for transferability, admission of transferees, and how amounts are valued or paid out on events such as death. For a starting point, see the Utah Code Title 48 (Limited Liability Companies): https://le.utah.gov/xcode/Title48/ and Utah Code Title 75 (Probate): https://le.utah.gov/xcode/Title75/.

A short hypothetical example

Example: Jane owns 40% of an LLC. Her operating agreement requires unanimous member consent to admit a new member and contains a clause that on a member’s death the remaining members may elect to buy the decedent’s interest at a specified formula price. Jane leaves her LLC interest to her son in her will. Result: Jane’s son inherits the economic value of Jane’s interest (he receives any buyout payment or distributions due to Jane’s estate), but he will not become a member with voting rights unless the other members agree under the operating agreement.

Helpful Hints

Read the operating agreement first. Look for transfer restrictions, admission rules, buy-sell clauses, valuation methods, and notice requirements.
Check your will and beneficiary designations. A will can pass your estate’s interest, but it cannot override express contractual restrictions in the operating agreement.
Consider amending the operating agreement while you are alive if you want your son to step in automatically. Amendments usually require member approval per the agreement.
Explore alternative mechanisms: a buy-sell agreement, a member-approved transfer-on-death provision (if the LLC allows it), or selling your interest during your lifetime.
Document valuation methods and funding sources for any buyout so your heirs receive fair value without company disruption.
Notify the company and other members promptly after your death to trigger any contractual timelines for buyouts or transfer procedures.
Plan for tax consequences. Transfers of ownership and buyouts have income and estate tax implications for your estate and your heir.
Keep estate planning documents in sync: ensure your will, trusts, beneficiary designations, and the operating agreement do not contradict each other.
Consult a Utah attorney experienced in probate and business entity law before making changes. Legal advice is valuable when drafting amendments or estate plans that affect business interests.

Next steps

Locate and read the LLC operating agreement.
Locate any buy-sell agreements or shareholder/member agreements that reference transfers on death.
Talk with a Utah attorney who handles LLC and probate matters if you want to ensure your son receives membership rights or fair value.

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