Under O.C.G.A. § 14-11-506, when a Georgia LLC member dies, their membership interest becomes part of their estate. The LLC does not dissolve. The business continues operating — but no one has legal authority to act on behalf of the deceased owner’s interest until probate closes.
The Probate Timeline — 12 to 24 Months of Legal Limbo
A straightforward Georgia estate takes 12 to 18 months to resolve. A contested estate or one involving a business interest, real property, or multiple beneficiaries runs 12 to 24 months — and longer if disputes arise. During that entire period, the deceased owner’s interest is frozen in the probate proceeding.
Before the court issues Letters Testamentary, no personal representative has legal authority to act on behalf of the estate. Banks will not allow access to business accounts without Letters Testamentary. Contracts cannot be signed. Vendors, lenders, and landlords cannot be negotiated with on behalf of the estate’s interest. If the deceased owner was the sole signatory on business accounts or the only person authorized to execute contracts, the business may be unable to pay bills, make payroll, or enter into new agreements for weeks or months after death.
For a business that depends on the owner’s active participation — a professional services firm, a construction company, a medical practice — this operating gap is not a paperwork inconvenience. It is an existential risk.
The Attorney Fees — What Georgia Business Probate Actually Costs
Georgia probate attorney fees for a straightforward estate run 3 to 7 percent of estate value. For a complex estate — one involving a business interest, disputed ownership, or multiple beneficiaries — total costs rise to 10 percent or more.
Georgia probate attorneys bill up to $450 per hour. For estates valued above $500,000, attorney fee floors start at $15,000 before any dispute arises. If co-owners, creditors, or heirs contest the proceeding, attorney fees for the dispute alone run $10,000 to $25,000 or more.
These are not costs the estate can avoid by moving quickly. Probate is a court proceeding with mandatory timelines and notice requirements. Georgia law requires creditors to be notified and given time to file claims. Inventory and appraisement must be filed. Accounts must be settled. Every step has a fee — court filing fees, publication fees, appraisal fees, and attorney fees at every stage. The estate pays all of them before a single dollar passes to a beneficiary.
For a business estate with a value of $1 million, 3 to 7 percent means $30,000 to $70,000 in total probate costs — before any dispute. For a $3 million business estate, the same range produces $90,000 to $210,000 in costs that a properly structured succession plan would have prevented entirely.
The Operating Gap — What the Business Cannot Do During Probate
The probate gap creates a specific operational problem for multi-owner businesses. Under O.C.G.A. § 14-11-506, the estate of the deceased member receives only assignee rights — the right to receive distributions — not voting rights or management authority. The estate’s executor can receive the deceased owner’s share of profits. The executor cannot vote on business decisions, hire or fire employees, or authorize any action that requires member consent under the operating agreement.
For a two-owner LLC, this means one owner is dead, their estate has no management authority, and the surviving owner may be unable to reach quorum for decisions that require both members. The business is deadlocked. Major decisions — selling assets, taking on debt, adding employees, signing leases — stall until probate closes and the interest is formally transferred to a beneficiary who is then admitted as a member.
See Problems With Business Succession Plans in Georgia for a detailed breakdown of how this authority vacuum plays out in practice — and why the operating agreement is the first document that needs to address it.
The Valuation Problem — Why Your Business May Be Worth Less Than You Think
When a closely held business interest passes through a Georgia estate, the IRS values it for estate tax purposes — and that valuation is almost never the same as the owner’s intuitive sense of what the business is worth.
Closely held business interests are subject to two valuation discounts that reduce their taxable value — but also reduce what heirs actually receive:
Discount for Lack of Marketability (DLOM): A private business interest cannot be sold quickly on an open market. A prospective buyer must conduct due diligence, negotiate terms, and close a transaction that may take months. This illiquidity justifies a discount. Empirical data from restricted-stock studies puts the average DLOM at 20 to 35 percent. The IRS’s own Job Aid on DLOM acknowledges the framework.
Discount for Lack of Control (DLOC): A minority interest — one that cannot unilaterally control business decisions — carries an additional discount. A minority interest may be worth less than its proportional share of total business value because it cannot force a sale, override majority decisions, or compel distributions.
Combined, these discounts reduce a business interest’s value by 10 to 45 percent depending on ownership percentage, marketability, and the structure of the operating agreement. For an estate planning perspective, these discounts cut both ways: they can reduce estate tax exposure, but they also reduce what heirs receive when the interest is ultimately transferred or sold.
The Estate Tax Exposure — What Happens When the IRS Gets Involved
For larger estates, the absence of a succession plan creates estate tax exposure that a properly structured plan could have managed or deferred.
The federal estate tax applies to estates above the current exemption threshold ($13.61 million per individual in 2024, scheduled to drop significantly in 2026 when the TCJA sunsets). For a Georgia business owner with a business valued above that threshold — or one that approaches it when combined with personal assets — estate taxes on the business interest are due within nine months of death.
Business estates that qualify under IRC § 6166 can defer estate taxes and pay in installments — but only if the business interest exceeds 35 percent of the adjusted gross estate. If the estate doesn’t qualify, the full estate tax bill is due in nine months. Without liquidity planning — life insurance, a funded buy-sell agreement, or a trust structure — the estate may be forced to sell the business interest at a discount to pay the tax bill.
A properly structured succession plan addresses this directly: the trust holds the interest, the buy-sell agreement provides a funded buyout mechanism, and the operating agreement ensures the successor trustee has management authority from day one. See 6 LLC Operating Agreement Succession Problems Georgia Business Owners Miss for the specific gaps that leave estates exposed to this outcome.
What a Succession Plan Costs in Comparison
A complete Georgia business succession plan — operating agreement with succession provisions, buy-sell agreement, and revocable living trust — costs $8,000 to $10,000 as a flat fee at The Hive Law. That is a one-time cost, paid once, that eliminates probate for the business interest entirely.
Compare that to a $1 million business estate without a plan: $30,000 to $70,000 in probate costs, 12 to 24 months of operating uncertainty, potential estate tax acceleration, and valuation discounts that reduce what heirs receive. The question is not whether a succession plan is worth the cost. The question is whether the estate can afford not to have one.
For a full breakdown of what each component of a business succession plan costs and what it covers, see the business succession planning pricing page. For The Hive Law’s approach to building these plans, see the business succession planning service page.
The Fix — What Needs to Be in Place Before You Die
Three documents must work together to remove a Georgia business interest from the probate estate and give the successor clear authority from day one:
A revocable living trust that holds the LLC membership interest, paired with an operating agreement amendment that admits the trust as a member and grants the successor trustee full management authority. Without the amendment, the trust holds an economic interest with no voting rights — the same problem as dying without a plan, delayed by one generation.
An updated operating agreement with explicit death and incapacity provisions, a designated successor manager, and a continuation clause that prevents technical dissolution at member death. Most Georgia LLC operating agreements do not have these provisions. Absence of these clauses is not a minor oversight — it is the mechanism by which the authority vacuum forms.
A buy-sell agreement (for multi-owner businesses) funded with life insurance, with a pre-agreed price and a pre-agreed buyer. An unfunded buy-sell agreement is legally valid but operationally useless — the surviving owner cannot complete the buyout without the money to do it. See Funded vs. Unfunded Buy-Sell Agreements in Georgia for the full breakdown.
