I should have included succession planning when forming my LLC

Not too late to amend. We did it two years in. Get a lawyer who specializes in business law, not jjust a general practitioner. Cost us about $2k but worth it.

I'm in a similar spot. Our operating agreement was silent on death. My partner passed away last year, and his wife inherited his interest. She wants nothing to do with the business but technically has voting rights. We're stuck in negotiations. So yes, fix it now while everyone is alive and cooperative.

What does your current operating agreement say about transfers? Even if it doesn't mention death, it might have a clause about assigning membership interest. That could give you some leverage leverage.

The problem is often not the death itself but the lack of a funding mechanism. Even if you have a buyout clause, where doess the money come from? Life insurance policies owned by the LLC or cross-purchase agreements are common solutions.

Consider a revocable living trust for each member's LLC interest. That way, if one of you dies, the trust controls the interest and can follow the succession plan you set up, avoiding probate. It's not a complete fix but helps.

I don't think a trust solves the problem if the operating agreement doesn't give the surviving member a right to buy out the interest. The trust just holds it. You still need a buyout provision.

We added a clause that requires the estate to offer the interest to the remaining member at fair market value within 90 days. Fair market value determined by an independent appraiser. It's not perfect but it's better than nothing.

Honestly, this is why I always recommend people treat their operating agreement as a living document. Review it every few years, especially after major life events. Too many people set it and forget it.

I wish I had pushed for that review earlier. Now we're paying lawyers to negotiate a buyout with the widow, and it's costing more than if we'd just updated the agreement upfront.