My partner recently died and named his sister as heir. Does she automatically assume his interest in our LLC?
My partner recently died, my company is 2-member LLC based in Massachusetts. His homestead was Vermont, his sister is his heir, she has letters testamentary from VT. Can I assume she is the one I have to deal with or shall I wait till Massachusetts probate court finalizes?
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If your LLC operating agreement requires the approval of the remaining member before a transfer of interest, then the sister does not automatically step into her brother’s place as a member. The Vermont letters testamentary give her authority over the estate, but Massachusetts probate may still be necessary to validate any transfer of the LLC interest, especially since the LLC is formed there.
You don’t have to wait for MA probate to talk with her, but you should not treat her as a member or negotiate a buyout until all legal authority is properly established under Massachusetts law.
For now, you can acknowledge her as the estate representative but retain your rights under the operating agreement.
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My partner recently died, my company is 2-member LLC based in Massachusetts. His homestead was VT, his sister is his heir, she has letters testamentary from VT. Can I assume she is the one I have to deal with or shall I wait till Mass probate court finalizes?
I'm sorry to hear about the passing of your partner. Have you already started the probate process in Massachusetts for his estate?
His sister did.
Do you have a copy of the operating agreement for your LLC that outlines what happens in the event of a member’s death?
Yes.
Is there anything else the Estate Lawyer should know before I connect you? Rest assured they’ll be able to help with your LLC member issue.
We are both managers and he was member A, I am member B, 50/50.
Hello! My name is Michael, and I'm an attorney ready to help! Your responses matter to me, so I only need a few minutes to review and respond to each of your posts.
Does the operating agreement specify whether a deceased member’s interest automatically transfers to their estate or whether it requires approval from the surviving member or a buyout?
Approval of remaining member.
Ok thanks! Just a few more questions. Has the sister expressed any interest in becoming involved in the LLC, or are you hoping to buy out your partner’s interest instead?
She claims she is member A, I think she is trying to negotiate highest price for her shares possible.
My question is shall I wait until she get through Mass probate to engage with her or is VT courts enough?
If your LLC operating agreement requires the approval of the remaining member before a transfer of interest, then the sister does not automatically step into her brother’s place as a member. The Vermont letters testamentary give her authority over the estate, but Massachusetts probate may still be necessary to validate any transfer of the LLC interest, especially since the LLC is formed there.
You don’t have to wait for MA probate to talk with her, but you should not treat her as a member or negotiate a buyout until all legal authority is properly established under Massachusetts law.
For now, you can acknowledge her as the estate representative but retain your rights under the operating agreement.
Thank you very much.
Michael M. Esq.
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