[WSBAPT] Transfer of Decedent's Interest in Single-Member LLC

John Yip johntyip at gmail.com
Wed Nov 13 14:30:08 PST 2019


Hello,

Could someone please confirm how to transfer a decedent's interest in a
single-member LLC?

Hypothetical: Widow owns a single-member LLC.  The LLC corporate documents
do not designate a successor.  The Widow's Will says all her assets pass
equally to her children, A and B.  Widow passes away.

Questions:
1. Does Widow's interest in the single-member LLC simply pass to her
children, A and B, in equal shares pursuant to the Will?  We probably have
to file some affidavit with the Secretary of State to note the change in
ownership of the LLC, but do we need to file any other documents with the
court, the Secretary of State, or another government agency to make A and
B's successorship to Widow's interest effective?

2. Would A and B share Widow's rights with regard to voting, etc.?  RCW
25.15.131 addresses situations involving a member's death but only states
that the PR has the rights of a transferee but does not state anything
about the rights of the beneficiaries.

Any help you can give would be much appreciated.  Thanks.

John
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