A single member Limited Liability Company is dissolved when its sole member dies unless either of the following two exceptions apply:
- The operating agreement allows the continuation of the LLC and provides a method for determining the successor to the deceased member; or
- The heirs, successors, and assigns of the deceased member’s interest elect to continue the LLC within 90 days of the sole member’s death.
Therefore, a single member LLC can survive the death of its owner, provided one of the two exceptions apply. The first exception will be explicitly described within the Operating Agreement for successors or counsel to discover. The second exception may not be located in the Operating Agreement but is provided in the California Revised Uniform Limited Liability Company Act (“CRULLCA”) Section 17707.01:
A limited liability company is dissolved, and its activities shall be wound up . . . The passage of 90 consecutive days during which the limited liability company has no members, except that, on the death of a natural person who is the sole member of a limited liability company, the status of the member, including a membership interest, may pass to one or more heirs, successors, and assigns of the member by will or applicable law.
An heir, successor, or assign of the member’s interest becomes a substituted member pursuant to paragraph (4) of subdivision (c) of Section 17704.01, subject to administration as provided by applicable law, without the permission or consent of the heirs, successors, or assigns or those administering the estate of the deceased member.
Under the CRULLCA, the heirs, successors, and assigns of the membership interest are determined by either the deceased member’s estate plan, or in the event that no estate plan exists, by the law of intestate succession.
There is an exception to the exception though: If the single member wants to ensure the LLC is dissolved, the operating agreement should contain a provision with the proper instructions. Otherwise, the LLC will be subject to the provisions of Section 17707.01 of the CRULLCA allowing for the potential of unwanted heir(s) to operate the LLC.
This eBulletin was prepared by Katie O’Neill at O’Neill Tran Law (firstname.lastname@example.org).