What Happens to Your LLC When You Die in Georgia

When the only owner of a Georgia LLC dies, the LLC does not avoid probate on its own. Georgia law makes the executor a member of the LLC, unless they turn it down in writing within 90 days. But no one can act for the LLC until a probate court appoints that executor. Placing the LLC membership interest inside a revocable living trust means your successor trustee does not have to wait on a court.

By Melissa Breyer, Esq. 8 min read

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When a Georgia LLC owner dies, the LLC itself does not disappear that day. But your ownership interest (your membership interest) is now an asset in your estate. What happens next depends entirely on whether that interest was inside a trust before you died.

Most Georgia investors have not answered that question in writing. That gap is where the problem starts. The LLC keeps running on paper, but if you are the only owner, no one can act for it until a probate court appoints someone.

In Georgia, an LLC does not keep your rentals out of probate. If you are the only owner, no one can act for the LLC until a court appoints your executor. One structure avoids that wait.

The Membership Interest Goes to Probate

Your membership interest is your ownership stake in the LLC, expressed as a percentage. If you own 100% of a single-member LLC, that 100% is an asset in your estate when you die. It goes through probate just like any other personal asset.

Until a probate court appoints an executor or administrator, no one has legal authority over the membership interest. No one can act as a member of the LLC. No one can vote on business decisions, sign contracts, manage the LLC’s bank account, or direct the property manager. The entity exists. It just has no one in charge.

Once the court appoints your executor, Georgia law makes that person a member of a one-owner LLC, unless they turn it down in writing within 90 days of your death (O.C.G.A. § 14-11-506). If they turn it down and your LLC’s papers say nothing, the LLC can end 90 days after your death (O.C.G.A. § 14-11-602). If the LLC has other owners, your executor gets your share of the profits but no vote, unless the operating agreement says otherwise. The other owners keep running the business.

For a full overview of why probate is harmful for real estate investors, see Estate Planning for Real Estate Investors in Georgia.

The Operating Agreement Gap

Georgia LLCs are governed by an operating agreement. Most single-member LLCs have a generic operating agreement that says nothing about what happens when the member dies. That silence does not protect you. It leaves your LLC to Georgia’s default rule.

A well-drafted operating agreement can name a successor member and give them immediate authority to step in at death. But even the best operating agreement cannot override probate if the membership interest was never assigned to a trust. The operating agreement controls internal LLC governance. It does not determine whether the membership interest goes through the court system first.

What Happens to Properties Inside the LLC

The LLC still owns the properties. The title does not change when you die. But until a court appoints someone, no one can direct the property manager, sign lease renewals, authorize repairs, or access the LLC’s bank account.

1

Court appoints a personal representative

This is the first step of probate. Until it happens, no one has authority over your membership interest or anything the LLC controls.

2

Personal representative becomes a member

For a one-owner LLC, the personal representative becomes a member of the LLC unless they turn it down in writing within 90 days of your death.

3

The estate passes the LLC to your heirs

Probate for an estate with a business takes about 25 months on average in Georgia. The membership interest passes to your heirs as part of that process. That is when the LLC becomes theirs.

4

Heirs may not be eligible members

Some LLC operating agreements restrict who can become a member. Heirs who don’t meet those requirements may receive an economic interest only, with no right to participate in management at all.

What a Trust Assignment Does Instead

An assignment of LLC membership interest moves your ownership stake from your personal name into your revocable living trust. At your death, your successor trustee steps in as the authorized member of the LLC, on day one, without court involvement.

The successor trustee calls the property manager. Reviews the vendor contracts. Makes the payroll run. The portfolio does not skip a beat because someone with legal authority was already in place before the death certificate was even filed.

The assignment must be completed before your death. Signing a trust document without completing the assignment leaves the membership interest in your personal name, and sends it through probate anyway. For a full explanation of this step, see How to Connect Your LLC to Your Trust in Georgia.

What Your Family Sees When the Structure Works

Your trust names your spouse as successor trustee. Your LLC membership interest was assigned to the trust two years ago. The day you die, your spouse is already the authorized member of the LLC. The business does not skip a beat. The portfolio does not lose a month of income. Your spouse does not have to wait on a probate court to get authority over the LLC.

That is the difference the structure makes. To understand all the documents that go into a complete plan for a real estate investor, see What an Estate Plan for a Georgia Real Estate Investor Actually Includes.

25 Months Average Georgia Probate for an Estate With a Business Your LLC interest goes through this process when no trust holds it.
No Authority What a One-Owner LLC Has Until a Probate Court Appoints Someone No one can sign, sell, or manage on the LLC's behalf during that gap.
Day One When the LLC Keeps Operating With a Trust Assignment A completed assignment means the successor trustee steps in with no wait.

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Melissa Breyer

Melissa Breyer

Georgia Estate Planning Attorney

Melissa Breyer is a Georgia estate planning attorney who works exclusively on trust-based estate planning and LLC formation. She personally designs and drafts every plan at The Hive Law after the initial call. Every plan is built from scratch for your specific family, your specific assets, and your specific wishes.

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Frequently Asked Questions

When a Georgia LLC owner dies, the LLC itself does not end that day, but the owner’s membership interest becomes an estate asset. It goes through probate, a court-supervised process that takes about 25 months on average for an estate with a business. If the owner was the only member, no one can act for the LLC until the court appoints an executor or administrator. That person then becomes a member unless they turn it down in writing within 90 days of the death (O.C.G.A. § 14-11-506). If they turn it down and the LLC’s papers say nothing, the LLC can end 90 days after the death (O.C.G.A. § 14-11-602). If the LLC has other owners, they keep running it.

Owning property in an LLC does not avoid probate when the owner dies in Georgia. The LLC owns the property, but the owner’s membership interest in the LLC is a personal asset that must pass through the probate process. The LLC does not end the day the owner dies. But if the owner was the only member, no one can act for it until the court appoints a personal representative.

An operating agreement can designate a successor member and outline transition procedures, but it cannot override Georgia probate law if the membership interest was never assigned to a trust. The operating agreement governs internal LLC governance. It does not determine whether the membership interest must pass through the court system. Only a properly funded trust can bypass probate for the membership interest.

The solution is a two-step structure: (1) hold your rental properties inside an LLC for liability protection, and (2) assign your LLC membership interest to a revocable living trust. When you die, your successor trustee immediately becomes the authorized LLC member, with no court appointment and no waiting period. The LLC keeps operating from day one. The assignment must be completed before your death to be effective.

An assignment of LLC membership interest is a legal document that transfers your ownership stake in an LLC from your personal name into your revocable living trust. Once completed, the trust owns the membership interest, and your successor trustee takes over as the authorized member when you die, without probate. The assignment must be signed and filed before your death. A trust document alone is not enough; the assignment is a separate required step.

Settling an estate that includes LLC membership interests in Georgia takes about 25 months on average through the probate process. If there are multiple LLCs, creditor claims, or disputes among heirs, it can take longer. If the owner was the only member, the LLC has no one who can act for it until the court appoints an executor or administrator, and business decisions stall. A revocable living trust with a proper membership interest assignment keeps the LLC interest out of probate.

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