Your business may be one of the most valuable assets you leave behind for your loved ones when you die, and if you organized your business as an LLC, you have options when it comes to transferring your interest in the business to someone else. You can plan for your death or disability by naming a beneficiary to take over your interest or include your ownership interest in your will and name your beneficiary there.
An LLC is a legal entity independent of its owners that is formed under state laws. Unlike in sole proprietorships or partnerships, the owners, or members, of an LLC can transfer their ownership interest to someone else. Since the company is independent of its owners, it can continue to operate even after an owner’s death, and the owner’s interest can transfer to a third party. If your LLC has an operating agreement, it may contain terms specifically permitting or restricting certain types of transfers.
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Your beneficiary is the person you designate to inherit your ownership interest in the company. Beneficiaries are generally not restricted by state law, but your LLC’s operating agreement may restrict whom you can name as a beneficiary. The operating agreement, which is like a contract that governs an LLC’s operations, may even restrict whether your ownership interest is transferable at all. Some LLCs allow full transferability of a member’s share while others restrict transfers, limiting them to certain business reasons only.
If your LLC allows ownership interests to transfer, the operating agreement can identify each member’s beneficiary. Alternatively, you and other members can create transfer-on-death documents if permitted by your state’s laws. Many states have standardized the registration of transfer-on-death designations for transfers of business interests. When you transfer your interests directly to a beneficiary, your beneficiary steps into your shoes upon your death and holds the same rights you had.
Naming Beneficiaries in a Will
If your LLC’s operating agreement does not allow you to transfer your ownership interest, you can leave your interest to a beneficiary named in your will. If you die without a will, your state’s laws will determine who inherits your interest. The remaining members of the LLC can buy out your interest if your beneficiary wants to sell; your operating agreement may provide a price for the buyout. If your beneficiary wants to keep your ownership interest, the operating agreement may allow him to collect your share of the profits without giving him any right to participate in the management of the business.
- DiMonte & Lizak, LLC: Single Member LLC Better than Unincorporated Business
- The LLC Company: What Happens When an LLC Member Dies?
- Uniform Law Commission: TOD Security Registration Act Summary
- U.S. Small Business Administration: Choose Your Business Structure: Limited Liability Company
- Martin Law Firm: Pennsylvania Estate Planning | Transfers on Death
Heather Frances has been writing professionally since 2005. Her work has been published in law reviews, local newspapers and online. Frances holds a Bachelor of Arts in social studies education from the University of Wyoming and a Juris Doctor from Baylor University Law School.