Short answer

A will can direct that your economic interest in a business pass to your child, but it cannot automatically override binding contractual provisions in the company’s operating agreement. In many cases a will transfers the decedent’s personal (economic) rights, while the operating agreement controls membership admission, transfer restrictions, buy‑outs, and management rights. Contract terms in the operating agreement typically survive the owner’s death.

Detailed answer — how Washington law treats business interests at death

1. Two different things: transferable (economic) interest vs membership rights

Under Washington law and common LLC practice, a member’s ownership splits into at least two sets of rights:

• Economic or transferable interest — the right to receive distributions (money) and to share in profits and losses.
• Membership (management and voting) rights — the right to vote, participate in management, and be treated as a member of the company.

A will can pass the decedent’s personal property, which includes the economic/transferable interest, to the named beneficiary. But receiving the economic interest does not always give the beneficiary full membership rights unless the operating agreement and company consent allow admission as a member.

2. Operating agreements and company contracts usually control transfers

Operating agreements are contracts among owners. If the operating agreement contains clauses that limit transfers, require member consent, give the company or other members a right of first refusal, or provide a mandatory buy‑out on death, those provisions usually remain binding on the decedent’s estate and beneficiaries. In other words, an operating agreement often restricts what a will can accomplish.

For Washington’s LLC law and the default rules that apply when an operating agreement is silent, see the Washington Limited Liability Company Act, chapter RCW 25.15.

3. Probate and the will

Your will controls how your personal property transfers through probate under Washington law (see RCW Title 11 — Probate, Trusts, and Fiduciary Matters). But a bequest that conflicts with a valid contract (the operating agreement) will generally be limited by that contract. Practically, probate can transfer the decedent’s economic interest to a beneficiary, but the company and other members may have contractual rights that limit the beneficiary’s economic or governance rights.

4. Common contract provisions that affect a transfer at death

• Right of first refusal or purchase options that require the company/other members to be offered the interest before a third party receives it.
• Mandatory buy‑sell provisions that require the company to purchase an owner’s interest on death at a set price or valuation formula.
• Consent requirements for admission of new members — transferees may get only economic rights until the existing members vote to admit them.
• Transfer restrictions or prohibitions that prevent assignment of interests except as permitted by agreement.

5. Example hypothetical

Suppose you own 40% of an LLC governed by an operating agreement that requires member consent for any new member and gives the company the right to buy a departing member’s interest at a formula price. If your will leaves your interest to your son, probate will likely pass your economic interest to your son, but the company and the other members could require that the company buy your interest under the buy‑sell terms. If the company exercises its buy‑out right, your son would receive the buy‑out proceeds rather than stepping into full membership and voting rights.

6. Washington-specific considerations

Washington’s LLC law sets default rules but allows owners considerable freedom to contract around those defaults through an operating agreement. See RCW 25.15 for the statutory framework. Also remember that wills and probate are governed by Washington’s probate statutes (see RCW Title 11), but those statutes won’t nullify valid contract provisions in an operating agreement.

7. Practical consequences

• Your son may inherit the right to receive money (distributions or buy‑out proceeds) but not the right to manage the business unless other members admit him.
• If the operating agreement contains a buy‑sell clause or right of first refusal, the company or other members can exercise those rights before your son becomes a member.
• If you want your son to become a member with full rights, you generally must ensure the operating agreement permits it — either by amending the agreement while you are alive or obtaining the members’ consent.

Immediate steps to take

1. Locate the operating agreement (and any buy‑sell agreements or shareholder/member agreements) and read the transfer, death, and buy‑out provisions carefully.
2. Check whether you have any written side agreements, promissory notes, or life insurance/buy‑sell funding tied to the business.
3. Confirm whether ownership is separate property or community property (Washington is a community property state) because spouse’s rights may affect the transfer.
4. Talk with both a probate/estate attorney and a business (corporate/LLC) attorney in Washington to coordinate estate and business planning.
5. If you want your son to have membership rights, consider amending the operating agreement now or arranging pre‑approved admission upon death (with member consents or a funded buy‑in plan).

Helpful hints

• Review the operating agreement first — it usually answers the transfer question. If you can’t find it, ask the company or other owners for a copy.
• Look for these key phrases: “right of first refusal,” “buy‑sell,” “transfer on death,” “admission of transferee,” and “assignable interest.”
• If the operating agreement is silent, Washington’s LLC statutes provide default rules; still consult an attorney before assuming your will will control.
• To avoid probate headaches and give your beneficiary smoother control, consider using a revocable living trust that holds your membership interest or negotiate an amendment to the operating agreement now.
• Keep the business informed of your estate planning steps so the company can honor any contractual notice or valuation processes after your death.
• If you want the business to remain with family, implement a funded buy‑sell or life insurance plan so surviving owners can buy the interest without forcing a sale to outsiders.
• Be realistic: even if your will gives the interest to your son, other owners may have contractual or legal remedies that change how that gift is implemented.