Lima, OH asked in Estate Planning and Business Law for Ohio

Q: In Ohio, if a spouse (who became an LLC member before marriage) dies, does the surviving spouse automatically...

Become the assignee of the deceased member's portion of interest in the company? Or can the LLC's operating agreement keep them from receiving any of the profits generated yearly by the LLC until dissolution of the company?

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1 Lawyer Answer
Matthew Williams
Matthew Williams
  • Cleveland, OH
  • Licensed in Ohio

A: One spouse may certainly inherit the other’s interest in the LLC or part of it. It’s not exactly automatic. Exactly what depends on the total estate, other heirs, and terms of any will, prenuptial agreement, or other contracts. Inheriting is not exactly the same as being an assignee but the central concept—transfer of ownership or part ownership—is the same. That part is separate from the operating agreement which dictates not who owns parts of the company but how it is run. You can only inherit what the deceased party had to give. So, his or her interest could be subject to conditions such as having to await the dissolution of the company before receiving profits generated.

Nicholas P. Weiss and Aaron Epling agree with this answer

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