What happens to a LLC when the sole member dies?

Full question:

My husband recently passed away. He has an LLC business that I am trying to keep going but I was not made a member of the LLC before he passed. Can I form a new one under the same name or can I still become a member of his LLC without his signature?

Category: LLC
Date: 04/07/2025
State: Michigan

Answer:

Ownership in a LLC is generally considered an asset of the individual member. If that member dies, the terms of the operating agreement may dictate what happens to his or her ownership. With a single member LLC, this ownership interest most likely may be passed as part of his or her estate (thus inherited).

With proper administration of the estate, the heirs of the estate could take control of the LLC and then make any necessary changes with the Secretary of State with regard to ownership status and/or registered agent listings.

This content is for informational purposes only and is not legal advice. Legal statutes mentioned reflect the law at the time the content was written and may no longer be current. Always verify the latest version of the law before relying on it.

FAQs

What happens if a partner dies in a limited liability partnership?

In a limited liability partnership (LLP), the death of a partner typically triggers the provisions outlined in the partnership agreement. If the agreement allows for the transfer of ownership interests, the deceased partner's share may pass to their heirs or beneficiaries. If there is no agreement or specific provisions, state laws governing partnerships will apply, which may require the partnership to dissolve or allow remaining partners to buy out the deceased partner's interest.

Does a spouse inherit a business?

Whether a spouse inherits a business depends on several factors, including how the business is structured and state laws. In general, if the business is part of the deceased spouse's estate, the surviving spouse may inherit it, especially if there is no will stating otherwise. However, if the business is owned jointly or has specific succession plans, those terms will dictate the inheritance.

What happens if my husband dies and everything is in his name?

If your husband dies and all assets are in his name, those assets typically become part of his estate. You may inherit them if you are the designated heir or if state laws provide for spousal inheritance. The estate will go through probate, where debts are settled, and assets are distributed according to the will or state intestacy laws if there is no will.

How does an LLC work when someone dies?

When a member of an LLC dies, their ownership interest is usually considered part of their estate. The operating agreement will dictate how the ownership is transferred. If there are no specific provisions, state laws will govern the transfer of the deceased member's interest, allowing heirs to inherit the ownership and participate in the LLC's management.

Does LLC have a right of survivorship?

An LLC does not automatically have a right of survivorship unless specified in the operating agreement. If the agreement includes provisions for survivorship, the ownership interest of a deceased member can pass directly to surviving members or designated heirs. If there are no such provisions, the member's interest will be treated as part of their estate.

What happens to my husband's business if he dies?

If your husband owned a business, what happens next depends on the business structure and any existing agreements. For sole proprietorships, the business assets become part of his estate. For LLCs or partnerships, the operating agreement will dictate the transfer of ownership. You may need to go through probate to settle his estate and determine how the business will be managed or transferred.