Detailed Answer

Short answer: Usually no — your will cannot unilaterally override an LLC’s operating agreement to force the LLC to admit your son as a full member with management or voting rights. Under Wyoming law, an LLC member’s interest is split into (a) the economic or “transferable interest” that pays distributions and (b) the membership rights (voting, management, and other governance rights). A will can transfer your economic (transferable) interest to your beneficiary, but it generally cannot change the operating agreement’s rules about who becomes a member or how membership votes are exercised.

Why this matters under Wyoming law: Wyoming’s Limited Liability Company Act (Title 17, Chapter 29) sets the framework for how LLC interests are treated and what default rules apply. The operating agreement and the LLC’s organizing documents can override many default rules. See the Wyoming Limited Liability Company Act (Title 17, Chapter 29) for the statutory framework: Wyoming Statutes, Title 17 (LLC provisions).

Key points you should know

• Transferable interest vs. membership rights. The transferable interest (your right to distributions and allocations) generally passes by will or under the probate process. But the transferee typically becomes an assignee of the financial interest, not automatically a full member with governance rights, unless the operating agreement or the other members consent to admission.
• Operating agreement controls. Most operating agreements include transfer restrictions: right of first refusal, buyout or redemption on death, consent requirements for admission of new members, and valuation procedures. These provisions are enforceable so long as they do not conflict with applicable law.
• Wills cannot rewrite private contracts. Your will can say you leave your LLC interest to your son, but it cannot override contractual provisions in the operating agreement that control transfer, admission, or buy-sell mechanics. If the agreement requires member consent to admit a new member, the LLC and the other members must follow the agreement.
• What your son likely receives on your death. Without other members’ consent or a provision in the operating agreement allowing admission, your son will usually receive the economic benefits (distributions) that you were entitled to, either immediately or after buyout, but not the membership vote/management rights. The estate or the personal representative would be able to enforce the financial rights on behalf of your son or the estate.
• Possible exceptions and routes to achieve your goal. There are several ways to ensure your son becomes a full member if that is your objective:
  • Amend the operating agreement now to permit transfer to your son or to set an automatic admission-on-death rule.
  • Execute a lifetime transfer (gift or sale) of the membership interest to your son during your life.
  • Structure ownership through a revocable or irrevocable trust that names your son as beneficiary and provides the membership admission terms required by the operating agreement.
  • Negotiate a buy-sell or succession plan with the other members now — for example, member approval upon death or a pre-agreed valuation and admission process.
• Probate and notice. To transfer the economic interest by will, the estate’s personal representative must follow Wyoming probate procedures for administering assets and deliver notices required by the operating agreement. If a buyout is triggered by death, the agreement will generally state the valuation and timing.

Practical example (hypothetical)

Suppose you own 40% of a Wyoming LLC and your operating agreement says that when a member dies the LLC has 90 days to buy the decedent’s interest at a formula-based valuation and that no heir will be admitted as a member without unanimous consent of the remaining members. If your will leaves your interest to your son, under that agreement your son will receive the economic proceeds (the buyout payment) rather than stepping in as a voting member unless the other members approve admitting him. If, instead, the agreement specifically permits admission of a named beneficiary on death, your son may become a member as set out in the agreement.

Where to look in Wyoming law

Review the Wyoming Limited Liability Company Act (Title 17, Chapter 29) for the statutory framework that governs LLCs in Wyoming and the default rules that apply if the operating agreement is silent. The Wyoming statutes are available at: https://wyoleg.gov/statutes/compress/title17.pdf.

Note: statutes describing wills and probate procedures are also relevant to how a decedent’s assets pass. For precise references about probate formalities and how a personal representative administers assets, consult the Wyoming statutes that govern probate (search the Wyoming legislature site for “probate” or “wills”).

Bottom line

If you want your son to step into your shoes as a member (with voting or management rights) the safe route is to address succession now: amend the operating agreement, arrange a lifetime transfer, or use trust-based ownership that aligns with the operating agreement’s admission rules. Leaving the interest by will will more reliably transfer the economic value than it will change membership status if the operating agreement contains transfer restrictions.

Helpful Hints

• Find and carefully read your LLC’s operating agreement and articles of organization first — they usually contain the controlling rules for transfers on death.
• Look for these clauses in particular: right of first refusal, buy-sell or redemption provisions, consent-to-transfer or admission clauses, valuation methods, and notice requirements.
• Confirm whether the operating agreement distinguishes between a “transferable interest” (economic rights) and full “membership” rights.
• If you want your son to have governance rights after you die, consider amending the operating agreement now (with required member approvals) to allow admission on death or to name your son as an allowed transferee.
• Consider using a trust to hold the membership interest. A trust can simplify admission, estate administration, and tax planning when properly drafted to work with the operating agreement.
• Get a current valuation of the LLC so your estate can plan for any buyout obligations or tax consequences.
• Notify the LLC and the other members promptly after your death — many agreements require formal notice and set short timelines for buyouts or elections.
• Talk with a Wyoming attorney experienced in LLCs and estate planning. They can: review the operating agreement, draft amendments or a trust, advise on probate steps, and prepare documents that match your goals.