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

[Bryce Dille]

In my practice the PR executes an assignment of LLC interest to the beneficiaries in accordance with the Will and then the beneficiaries execute an amendment to the LLC operating agreement showing the new members and their ownership interest and if there is a manager or administrative manager who was the deceased then appoint a new one. Then file an amended report with the sec of state showing the new governors as they are call as well as change of registered agent if necessary.

Bryce H. Dille | Attorney at Law
Dille Law, PLLC
P: 360-350-0270 | F: 844-210-4503
2010 Caton Way SW, Suite 101
Olympia, Washington 98502
www.dillelaw.com<http://www.dillelaw.com/>

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From: wsbapt-bounces at lists.wsbarppt.com <wsbapt-bounces at lists.wsbarppt.com> On Behalf Of John Yip
Sent: Wednesday, November 13, 2019 2:30 PM
To: wsbapt at lists.wsbarppt.com
Subject: [WSBAPT] Transfer of Decedent's Interest in Single-Member LLC

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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