By your situation · Owners of an LLC or an S corporation

Business owners

Name: Rachel Schadt Law
Address: Sarasota, FL, US

What Florida law does with an LLC interest or corporate shares at death, and where a trust and the entity documents fit.

A business interest is property, and the entity documents come first at your death, with the statute filling gaps (§ 605.0105(2), Fla. Stat. (2026)). For a Florida limited liability company, the operating agreement governs relations among the members and between the members and the company, and chapter 605 fills in only the matters the agreement does not cover (§ 605.0105(1)-(2)). For a corporation, the articles of incorporation, the bylaws, or an agreement among shareholders may restrict the transfer of shares (§ 607.0627(1), Fla. Stat. (2026)). A will or trust works alongside those documents.

If an individual member of an LLC dies, the member is dissociated (§ 605.0602(7)(a)). The dissociated person's transferable interest is then owned solely as a transferee (§ 605.0603(1)(c)). A transferee has the right to receive the distributions the member would have received (§ 605.0502(2)) but is not entitled to take part in management or to have access to company records (§ 605.0502(1)(c)). The member's legal representative may exercise all of the member's rights for the purpose of settling the estate, including any power the member had to give a transferee the right to become a member (§ 605.0504). If the company has no members for 90 consecutive days, it is dissolved and must be wound up, unless transferees who own the rights to a majority of distributions consent to admit a member and a person becomes a member under that consent (§ 605.0701(3)).

Who holds title at death decides who acts: a personal representative must take possession or control of the decedent's property, other than protected homestead (§ 733.607(1), Fla. Stat. (2026)), and the powers below belong to that personal representative. Among other powers, a personal representative may vote securities (§ 733.612(10), Fla. Stat. (2026)), consent to the reorganization, merger, dissolution or liquidation of a corporation or other business enterprise (§ 733.612(17)), and continue an unincorporated business in the same form for no more than 4 months from appointment if continuation is a reasonable means of preserving its value, with any longer period requiring a court order (§ 733.612(22)). A trustee may, for an interest in a proprietorship, partnership, limited liability company, corporation or other enterprise, continue the enterprise and take any action a shareholder, member or property owner may take, including merging, dissolving, changing the form of the enterprise, or contributing additional capital (§ 736.0816(7), Fla. Stat. (2026)).

Taxes are a separate layer. The federal basic exclusion amount for 2026 is $15,000,000 (IRS, What's New: Estate and Gift Tax). Florida has no estate tax for people who died after December 31, 2004 (Florida Department of Revenue). If the business is an S corporation, 26 U.S.C. § 1361(c)(2)(A) lists the trusts that may hold its shares: a trust treated as owned by an individual who is a U.S. citizen or resident, that same trust for 2 years after the owner's death, a trust that receives stock under a will for 2 years from the transfer, a trust created primarily to exercise voting power, and an electing small business trust. A qualified subchapter S trust is treated as a grantor-type trust when the beneficiary makes the election in § 1361(d).

The implications

What this means for you

An LLC interest passes as a transferable interest. Death of an individual member dissociates the member (§ 605.0602(7)(a)), the interest is then held as a transferee interest (§ 605.0603(1)(c)), and the transferee receives distributions but no management rights unless admitted as a member (§ 605.0502(1)(c), (2)). The operating agreement can change these results because it governs relations among members (§ 605.0105(1)(a)).
After formation, a person becomes a member only in listed ways. Those ways are as provided in the operating agreement, by merger, interest exchange, conversion or domestication, with the consent of all the members, or as provided in § 605.0701(3) (§ 605.0401(3)). A successor who is not admitted under one of them holds the interest solely as a transferee (§ 605.0603(1)(c)).
Moving an LLC interest into a revocable trust is a transfer. A transfer of a transferable interest is permissible and does not by itself cause dissociation or dissolution (§ 605.0502(1)(a)-(b)). A transfer in violation of a restriction in the operating agreement is ineffective as to a person who has knowledge or notice of the restriction (§ 605.0502(6)). If a member's entire transferable interest is transferred, the other members may expel the member by unanimous consent (§ 605.0602(5)(b)).
A corporate share restriction binds others only if it is on the certificate. A transfer restriction is enforceable against the holder or a transferee if it is authorized by § 607.0627 and noted conspicuously on the certificate or contained in the information statement for uncertified shares; unless so noted, it is not enforceable against a person without knowledge of it (§ 607.0627(2)). A restriction may obligate the shareholder to offer the shares first to the corporation or other persons, and may obligate the corporation or other persons to acquire the shares (§ 607.0627(4)(a)-(b)).
Shareholders may agree on how to vote. A written voting agreement among two or more shareholders is specifically enforceable, and a transferee who takes shares with notice of it is bound by it (§ 607.0731(1)-(3), Fla. Stat. (2026)).
An S corporation shareholder trust has to be on the federal list. After the owner's death, a formerly grantor-owned trust qualifies only for the 2-year period in 26 U.S.C. § 1361(c)(2)(A)(ii), unless it is an electing small business trust (§ 1361(e)) or a qualified subchapter S trust with the election in § 1361(d).

The documents

Documents that apply

Each path below links to its page with the statutes and rules that apply.

Pour-over will and trust package

A will and a revocable trust, with business interests assigned to the trust

Revocable living trust

A trust alone, for owners whose entity documents already address death

The pitfalls

Common problems

Each item cites the statute or rule it comes from.

Operating agreement silent on death. When the agreement does not cover a matter, chapter 605 governs (§ 605.0105(2)). Under chapter 605, an individual member's death dissociates the member (§ 605.0602(7)(a)), and heirs hold a transferee interest without management rights (§ 605.0502(1)(c)).
Trust transfer made without reading the operating agreement. A transfer in violation of an operating agreement restriction is ineffective as to a person who knows of the restriction (§ 605.0502(6)). The agreement is the first document to read before retitling an interest.
Transfer to the trust treated as admission to membership. A transferee does not gain management rights by the transfer alone (§ 605.0502(1)(c)). Admission follows the operating agreement or the consent of all members (§ 605.0401(3)(a), (c)).
Single-member LLC with no named successor. If the company has no members for 90 consecutive days, it is dissolved unless the transferees who own a majority of distribution rights consent to admit a member and someone becomes a member (§ 605.0701(3)).
Share restriction missing from the certificate. A corporate transfer restriction not noted conspicuously on the certificate or information statement is not enforceable against a person without knowledge of it (§ 607.0627(2)).
Personal representative running the business past the statutory period. The statute allows continuation of an unincorporated business in the same form for no more than 4 months from appointment, and longer only with court approval (§ 733.612(22)).
Trust that is not on the S corporation list. Only the trusts listed in 26 U.S.C. § 1361(c)(2)(A) may be shareholders, and the periods in clauses (ii) and (iii) are limited to 2 years.
Business interest titled individually. A personal representative takes possession or control of the decedent's property (§ 733.607(1)), so an interest titled in your own name is administered through the estate under § 733.612.

The FAQ

Frequently asked questions

I am the only member of my LLC. What happens to it when I die?+−

Your death dissociates you as a member (§ 605.0602(7)(a), Fla. Stat. (2026)), and your interest is then held as a transferee interest (§ 605.0603(1)(c)). Your legal representative may exercise your rights to settle the estate, including any power you had to give a transferee the right to become a member (§ 605.0504). If the company has no members for 90 consecutive days, it is dissolved unless the transferees who own a majority of distribution rights consent to admit a member and a person becomes one (§ 605.0701(3)).

Can I transfer my LLC interest to my revocable trust?+−

Yes, a transfer of a transferable interest is permissible and does not by itself cause dissociation or dissolution (§ 605.0502(1)(a)-(b), Fla. Stat. (2026)). A transfer made in violation of a restriction in the operating agreement is ineffective as to a person who has knowledge or notice of the restriction (§ 605.0502(6)). The transferee receives the right to distributions (§ 605.0502(2)) but gains management rights only by admission as a member under § 605.0401(3).

Can an S corporation's shares be held by my revocable trust?+−

Yes, if the trust is on the federal list. A trust all of which is treated as owned by an individual who is a U.S. citizen or resident may hold S corporation shares (26 U.S.C. § 1361(c)(2)(A)(i)). After the owner's death, that trust may continue to hold them for 2 years (§ 1361(c)(2)(A)(ii)). An electing small business trust (§ 1361(e)) is also on the list, and a qualified subchapter S trust is treated as a grantor-type trust once its beneficiary makes the election in § 1361(d).

What can a personal representative do with my business?+−

A personal representative may vote securities and consent to a reorganization, merger, dissolution or liquidation (§ 733.612(10), (17), Fla. Stat. (2026)). The personal representative may also continue an unincorporated business in the same form for no more than 4 months from appointment if continuation is a reasonable means of preserving its value, and for any additional time the court approves (§ 733.612(22)). These powers apply except as otherwise provided by the will or court order.

What can a successor trustee do with a business held in my trust?+−

A trustee may continue the business or other enterprise and take any action a shareholder, member or property owner may take, including merging, dissolving, changing the form of the business, or contributing additional capital (§ 736.0816(7), Fla. Stat. (2026)). The powers in § 736.0816 apply except as limited or restricted by the Florida Trust Code.

Can a corporation's shareholders agree to a buyout at death?+−

A restriction on transfer may obligate a shareholder to offer shares first to the corporation or other persons, and may obligate the corporation or other persons to acquire the shares (§ 607.0627(4)(a)-(b), Fla. Stat. (2026)). The restriction is enforceable against a transferee if it is noted conspicuously on the certificate or contained in the information statement for uncertified shares, and not against a person without knowledge if it is not so noted (§ 607.0627(2)).

Does Florida estate tax apply to a business interest?+−

No. A federal change eliminated Florida's estate tax on people who died after December 31, 2004 (Florida Department of Revenue, Florida Estate Tax). Federal estate tax applies above the basic exclusion amount, which is $15,000,000 for 2026 (IRS, What's New: Estate and Gift Tax).

Who can exercise a deceased member's rights in an LLC?+−

The member's legal representative may exercise all of the member's rights for the purpose of settling the member's estate or administering the member's property, including any power the member had to give a transferee the right to become a member (§ 605.0504, Fla. Stat. (2026)). The member's own right to participate in management ends on dissociation (§ 605.0603(1)(a)).

In short

A business owner's plan has two sets of documents: the personal documents, and the entity documents (operating agreement or shareholder agreement) that control who may own and manage the business after a death.

Last checked: October 19, 2026

Sources

Each source below was read on the date shown. Statute links open the 2026 edition on the Florida Senate site.

§ 605.0105, Fla. Stat. (2026), Operating agreement; scope, function, and limitations. The Florida Senate. Plain-English page on this site.
§ 605.0401, Fla. Stat. (2026), Becoming a member. The Florida Senate.
§ 605.0502, Fla. Stat. (2026), Transfer of transferable interest. The Florida Senate. Plain-English page on this site.
§ 605.0504, Fla. Stat. (2026), Power of legal representative. The Florida Senate.
§ 605.0602, Fla. Stat. (2026), Events causing dissociation. The Florida Senate.
§ 605.0603, Fla. Stat. (2026), Effect of dissociation. The Florida Senate.
§ 605.0701, Fla. Stat. (2026), Events causing dissolution. The Florida Senate.
§ 607.0627, Fla. Stat. (2026), Restriction on transfer of shares and other securities. The Florida Senate.
§ 607.0731, Fla. Stat. (2026), Voting agreements. The Florida Senate. Plain-English page on this site.
§ 733.607, Fla. Stat. (2026), Possession of estate. The Florida Senate. Plain-English page on this site.
§ 733.612, Fla. Stat. (2026), Transactions authorized for the personal representative; exceptions. The Florida Senate. Plain-English page on this site.
§ 736.0816, Fla. Stat. (2026), Specific powers of trustee. The Florida Senate. Plain-English page on this site.
26 U.S.C. § 1361, S corporation defined; certain trusts permitted as shareholders. Cornell Law School, Legal Information Institute. Trusts that may be S corporation shareholders; QSST and ESBT rules
IRS, What's New: Estate and Gift Tax, Basic exclusion amount for year of death (2026: $15,000,000). Internal Revenue Service.
Fla. Dep't of Revenue, Florida Estate Tax, Florida estate tax. Florida Department of Revenue.

General information, not legal advice. The official text controls. Disclaimer.