Owning a Florida LLC or closely held business adds a layer to estate planning that many standard wills and trusts do not cover. Your plan might say who inherits your ownership, but your operating agreement can control who steps into your shoes as a “member” (an owner with voting/management rights).
Florida law also treats a member’s death as a dissociation event unless the governing documents address what happens next. This post explains how to line up your estate documents with the business documents, so your family and co-owners do not face avoidable disruption.
Know What Transfers at Death (And What Does Not)
Florida’s LLC statute distinguishes a “transferable interest” from full membership rights. A transferable interest generally tracks the right to receive distributions, not the right to manage the company.
That distinction matters because a beneficiary who inherits an interest might receive money but still lack authority to vote, access information, or run day-to-day operations unless the operating agreement allows admission as a member. The operating agreement binds members and can bind transferees as well, so the document can shape outcomes even when someone never signed it.
Build Transfer Restrictions and Succession Rules That Match Your Estate Plan
Many agreements include transfer restrictions; for example, requiring approval before a new owner joins. Florida law supports these restrictions and can treat a transfer that violates them as ineffective when the person has notice of the restriction.
You can reduce friction by coordinating:
- Operating agreement succession language: Admission standards for heirs, valuation method, and buyout triggers.
- A buy-sell structure: Who can purchase the interest, timelines, and funding (often insurance).
- Your will or trust: Who receives the interest and who carries authority to act quickly.
Florida law also lets a deceased member’s legal representative exercise the member’s rights to settle the estate, including any power the member had to give a transferee the right to become a member. Clear documents make that authority easier to use.
Call Us to Coordinate the Documents Before A Crisis
Wickersham & Bowers helps Florida clients build estate plans using tools like wills, trusts, and powers of attorney, and we also guide families through probate when needed. If you own an LLC or closely held business, we can review your operating agreement alongside your estate plan and flag gaps that could cause delays or disputes. Call us at 386-252-3000 or fill out our contact form.
