2026-07-27 · 22 min read

What happens to my LLC if I die? The 90-day rule

What happens to my LLC if I die? In most states a 90-day dissolution clock starts, while probate takes months. What your operating agreement must say first.

Your single-member LLC does not carry on by default: California, Florida and the District of Columbia treat 90 consecutive days with no members as a dissolution event, and Delaware's trigger fires at any time there are no members, with 90 days to cure. Survival depends on one specific person acting inside that window — your heirs, your personal representative, or the transferees holding majority distribution rights, depending on the state (New York allows 180 days). Your operating agreement is what turns that from a race into a formality, and neither it nor your will moves a single login.

Does a single-member LLC dissolve when the sole member goes unreachable?#

Not instantly, but the default clock runs against the business.

California Corporations Code § 17707.01 lists as a dissolution event the passage of 90 consecutive days during which the limited liability company has no members, with an exception: on the death of a natural person who is the sole member, the status of the member, including a membership interest, may pass to one or more heirs, successors and assigns by will or applicable law. The California Lawyers Association reads §§ 17707.01 and 17704.01 together as a two-way test — a single-member LLC dissolves on the sole member's death unless the operating agreement allows continuation and provides a method for determining the successor, or the membership status passes to heirs by will or applicable law, who then become substituted members without further consent.

Two other California triggers matter when you draft: an event set out in a written operating agreement or the articles of organization, and the vote of 50 percent or more of the voting interests of the members. If you would rather the company be wound down than continued, that is where you say so — otherwise the statutory defaults apply and heirs you never picked may end up operating the LLC.

What exactly is the 90-day rule, and who has to act inside it?#

The window opens at the event that ended the last remaining member's membership, and the person who must act differs by state.

Delaware requires that the personal representative of the last remaining member agrees in writing to continue the limited liability company and to the admission of the personal representative or its nominee or designee as a member, within 90 days or any other period the LLC agreement sets. Florida and D.C. route the decision through the people who inherited the economics instead: consent to admit at least one specified person as a member must come from transferees owning the rights to receive a majority of distributions, and at least one person must actually become a member in accordance with that consent.

Missing the window is not a paperwork problem. A dissolved LLC under the ULLCA framework must wind up its activities and affairs and continues after dissolution only for the purpose of winding up — it may preserve the business as a going concern only "for a reasonable time" while debts are discharged and assets distributed.

State	Window	Who must act	What the act is
California	90 days with no members	Heirs, successors, assigns	Membership status, including the interest, passes by will or applicable law; successors become members
Delaware	Triggered when there are no members; 90 days to cure, or as the LLC agreement provides	Personal representative	Agree in writing to continue and admit the representative or its nominee as a member
New York	180 days, or as the operating agreement provides	Legal representative of the last member	Agree in writing to continue
Florida	90 days with no members	Transferees owning majority distribution rights	Consent to admit a specified person, who must actually become a member
District of Columbia	90 days with no members	Transferees owning majority distribution rights	Same ULLCA structure as Florida
Indiana	No election needed, if it qualifies	Nobody	Automatic admission of the sole member's heirs under SEA 18, effective July 1, 2024 — but only where the interest passes under a will admitted to probate under Indiana law or under Indiana intestate succession

Indiana's fix has a documented gap worth knowing: SEA 18 does not address interest inherited outside probate, such as interest passing to a transfer-on-death beneficiary or a non-member joint tenant. Route your interest around probate in Indiana and you may route it out of the fix.

Delaware also lets you remove the discretion entirely: the LLC agreement may provide that the personal representative of the last remaining member shall be obligated to agree to continue the limited liability company and to the admission of the representative or its nominee or designee. That converts the rescue from a judgment call by a grieving executor into a duty they already owe.

What do my heirs actually inherit — the company, or just the money?#

Without a successor clause, they inherit cash flow, not control. Under the ULLCA transferable-interest rule, a transfer does not entitle the transferee to participate in the management or conduct of the company's activities and affairs, or to have access to records or other information concerning the company's activities and affairs. A "transferable interest" is defined as the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement — purely economic.

The personal representative gets a little more and still not the business: they may exercise the rights of a transferee and, for the purposes of settling the estate, the rights of a current member — that second piece being information rights.

The ABA's Business Law Today calls the result a split — economic rights pass to the decedent's estate while the authority to manage goes into what might be described as a "suspended state", a mismatch created because legislatures wrote multi-member protections and then applied them to single-member LLCs. The mismatch is not niche. The Census Bureau counted 29.8 million nonemployer businesses with $1.7 trillion in receipts in 2022, and nonemployer businesses accounted for approximately 6.4% ($1.8 trillion) of 2023 U.S. current-dollar gross domestic product.

Does an LLC go through probate, and how long does that take?#

Yes, unless you route around it. A membership interest is personal property that becomes part of the probate estate, and the personal representative must first obtain Letters Testamentary or Letters of Administration before they can collect, manage, and ultimately distribute that interest to the heir or beneficiary.

The arithmetic is the trap. FindLaw's probate timeline puts the court hearing and appointment documents — the Letters themselves — at 3 to 4 months, and notes that a typical probate and estate administration process may take up to two years in many states, with a summary proceeding running as little as four months. The statutory rescue window in most states is 90 days. In other words, the person who is supposed to act is routinely not yet appointed when the window closes.

Business Law Today makes the same point from the inside: an executor or administrator may not be timely appointed, may not know or be advised of the need to make the designation, or may fail to act timely — a chain that frequently fails inside the statutory window.

What must a single-member operating agreement say to keep the business alive?#

Four clauses do the work, and all four fit on a single page:

A continuation clause. State that the LLC continues on the death or incapacity of the sole member, since continuation plus a method for determining the successor is one of the ways to avoid the default dissolution.
A transfer-on-death clause naming who takes the interest. For a single-member LLC, the operating agreement can state that the member's LLC membership interest is to be transferred immediately upon death to a spouse, son or daughter, or other person — the point being to avoid probate court delay while the business still has customers and goodwill to lose.
A death-and-incapacity clause covering management. Ownership and management are separate problems. Practitioner guidance is to grant a power of attorney or name a successor manager to step in if an owner becomes unable to run the business, so someone can sign while the interest is still moving.
A pre-commitment for the personal representative if you are in Delaware, where the agreement may obligate the representative to continue the company.

If you want the opposite outcome — an orderly shutdown rather than a handoff — write that in too, because silence hands the decision to the statute.

Can the membership interest skip probate entirely?#

In some states, yes, through a transfer-on-death registration. Florida's Uniform Transfer-on-Death Security Registration Act defines a security as a share, participation, or other interest in property, in a business, or in an obligation of an enterprise or other issuer, and provides that a transfer on death resulting from a registration in beneficiary form is effective by reason of the contract regarding the registration between the owner and the registering entity — and is not testamentary, so it passes outside probate. Ohio's version of the act, at Ohio Revised Code §§ 1709.01–1709.11, likewise treats an LLC membership interest as included in the statute's definition of a security.

Florida gets there through the breadth of "security" and Ohio by covering the interest expressly, so the question to put to your attorney is narrow rather than open-ended: does my state's transfer-on-death registration statute reach an uncertificated LLC membership interest?

One limit is easy to miss: naming a beneficiary does not settle what that person walks into. If a TOD transfer introduces a new member, the LLC's dynamics may change, and it is wise to include restrictions on transferees or provide an option to buy out the interest. The operating agreement is still doing the real work. TOD registration and trust ownership sit alongside the rest of the document set in a succession plan for a one-person business.

What will the IRS and the state expect afterwards?#

Four items, in the order they usually bite:

Classification stays put. For income tax purposes an LLC with only one member is treated as an entity disregarded as separate from its owner, unless it files Form 8832 and affirmatively elects to be treated as a corporation. The same LLC is still considered a separate entity for employment tax and certain excise taxes, and for wages paid after January 1, 2009 must use its own name and EIN for reporting and payment of employment taxes.
Usually no new EIN. The IRS lists a new EIN as required when you terminate an existing LLC and form a new corporation or partnership, or own a single-member LLC and have to file excise or employment taxes. A change in who owns the LLC is not on that list. If two heirs end up holding the interest jointly, though, it is no longer a single-member LLC and the disregarded-entity treatment in item 1 stops describing it — settle that with a CPA before the first post-death return is due.
Form 8822-B within 60 days. A responsible party is someone who owns, controls or exercises effective control over a business, nonprofit or other legal entity and directly or indirectly manages its funds and assets, and changes must be reported to the IRS within 60 days on Form 8822-B. Your successor will not guess this on their own.
Basis resets. The basis of inherited property is generally the fair market value on the date of death, and receiving an inheritance is generally not taxable income.

Then there is the quiet one: administrative dissolution for missed filings. In D.C., the Mayor may commence administrative dissolution if an entity fails to pay a required fee or penalty within 5 months of its due date, fails to deliver its biennial report within 5 months of its due date, or does not have a registered agent in the District for 60 days. None of those triggers is misconduct — they are a missed report, an unpaid fee, and an agent nobody renewed. It is usually reversible: on reinstatement the entity resumes carrying on its activities and affairs as if the administrative dissolution had never occurred. But the warning notice goes to an inbox nobody is reading.

What can no operating agreement or will transfer?#

Access. The entity survives the handoff; the accounts it runs on answer to their own rules, and every provider has a different one.

Account	What the provider requires	What it will not do
Google (personal)	Careful review of a request to close the account, submit a request for funds, or obtain data	Provide passwords or other login details; once the account is closed, no later request for its contents can be processed
Google Workspace (business email)	Where recovery email and phone are unavailable, prove domain ownership by adding a CNAME or TXT record at your domain host, which can take up to 24 hours to propagate	Restore admin access to anyone who cannot change the domain's DNS
Domain registrar (GoDaddy)	The estate administrator, plus all four of: the regain-access form, legal documentation listing the administrator's name, a copy of the death certificate, and government-issued photo ID; it may take up to 72 hours before initial correspondence	Consider a request missing any of the four items
Stripe	Transfer to a user holding Administrator or Super Administrator role; where the owner cannot access the account, Support requires you to verify your identity and verify your relationship with the business	Finalize quietly — the existing account owner and administrators are notified by email and SMS and can cancel before it is finalized
Apple	The access key from when you were named a Legacy Contact, plus a death certificate; without it, U.S. requests generally need a court order naming you as the rightful inheritor	Hand over the data on a death certificate alone if no Legacy Contact was named
1Password	A recovery code generated in advance, or recovery by a family organizer or team administrator	Reset your account password — it is never known to 1Password, so no one can reset it
Business bank account	A newly appointed authorized signer; Bank of America asks you to bring government-issued photo ID for all existing and new authorized signers/owners, plus minutes signed by the managers for a manager-managed LLC or by the members for a member-managed one	Honor existing signers or powers of attorney — that authority ends at the owner's death, and the bank should deny access to the LLC accounts until a new authorized signer is appointed

Read the Workspace and registrar rows together: recovering the business email depends on controlling DNS, controlling DNS depends on the registrar login, and the registrar will only release that to a documented estate administrator. That is a chain of three, and probate sets its pace.

What does the law say about a fiduciary's access to digital accounts?#

RUFADAA — the Revised Uniform Fiduciary Access to Digital Assets Act, promulgated by the Uniform Law Commission — is the framework most states now work from. California enacted its version into the Probate Code and the District of Columbia enacted the Uniform Fiduciary Access to Digital Assets Act of 2020, effective March 16, 2021 into Title 21, so the section numbers below are illustrations, not your citation.

It sets a clear order of authority. A direction you give through a provider's online tool overrides a contrary direction by the user in a will, trust, power of attorney, or other record — if the online tool allows the user to modify or delete a direction at all times. Only if you never used an online tool, or the provider offers none, does your will get to speak. Your direction also overrides a contrary provision in a terms-of-service agreement that does not require the user to act affirmatively and distinctly from the user's assent to the terms of service. California defines the online tool the same way, as an electronic service provided by a custodian that allows the user, in an agreement distinct from the terms-of-service agreement, to provide directions for disclosure or nondisclosure of digital assets.

Now the ceiling. A fiduciary acting within the scope of the fiduciary's duties is an authorized user for the purpose of applicable computer-fraud and unauthorized-computer-access laws, but that authority is subject to the applicable terms of service, is limited by the scope of the fiduciary's duties, and shall not be used to impersonate the user. And the provider picks the shape of compliance: California lets a custodian grant full access, grant partial access sufficient to perform the tasks, or provide a copy in a record of a digital asset, assess a reasonable administrative charge, or petition the court if segregating assets would be an undue burden.

The plain reading: RUFADAA governs disclosure by providers. It never obliges anyone to hand over a password, and Google says so directly.

How fast do things break, compared with how slow probate is?#

The mismatch is the whole story:

Domain renewal, about 30 days out. ICANN's Expired Registration Recovery Policy requires registrars to send at least two renewal reminders before expiration — approximately one month and approximately one week prior — to the registered name holder's own contact address.
Redemption, 30 days after deletion. All gTLD registries must offer a Redemption Grace Period of 30 days immediately following deletion, during which the name may not be transferred and the registered name holder must be allowed to restore it. A pending-delete period follows, and then it is gone.
Transfers need the login, not the paperwork. Under ICANN's current Transfer Policy, the Registered Name Holder is the only party with authority to approve or deny a transfer — references to an "Administrative Contact" were removed — and the transfer requires a Transfer Authorization Code issued on request by the current registrar, with a capped lifespan. Both are tied to an account, not to your LLC documents.
The statutory window, 90 days. In most states, versus roughly 3 to 4 months just to get the appointment documents.

A domain can lapse, redeem and be gone before an executor has Letters in hand.

What should I do this week?#

Add a continuation clause and name who takes the interest in the operating agreement; in Delaware, obligate the personal representative.
Confirm your state's window and actor from the table above — 90 days in CA, FL and D.C., 180 in NY, and in Delaware the trigger fires the moment there are no members.
Ask your attorney whether a transfer-on-death registration is available where you are, and pair it with a death-and-incapacity clause covering management.
Set every provider's own tool now, since it outranks your will: Google Inactive Account Manager, which lets you select up to 10 people to receive your data and sends them a link to download it; an Apple Legacy Contact; a 1Password recovery code.
Note who the registrar account holder is, where DNS is managed, and which email address receives renewal notices.
Write down where the keys live — registrar, DNS, Workspace admin, Stripe, bank, password manager — and who is entitled to ask for each.
Tell your named successor that they are named, and what the first 90 days requires of them.

That last pair is what Proceedly is for: a check-in you answer on a schedule, and if it goes unanswered past a grace window, a person you name confirms before your encrypted handoff plan reaches the people who depend on you. It holds the instructions and where the keys live — never the passwords themselves.

This article is general information, not legal or tax advice. LLC succession rules vary by state and change; confirm the current rule in your jurisdiction with a licensed attorney.

FAQ — what else do sole members ask?#

Does my single-member LLC automatically pass to my spouse? Only the economics, unless you wrote more. A transferee is not entitled to participate in the management or conduct of the company's activities and affairs, or to have access to records; they receive distributions. A transfer-on-death clause in the operating agreement is what can move the membership interest immediately upon death to the person you name.

What happens with no operating agreement at all? The statute decides. In California the LLC dissolves after 90 consecutive days with no members unless the sole member's status passes to heirs by will or applicable law, and the ABA describes management authority sitting in a suspended state meanwhile.

Do my heirs need a new EIN? Generally no. The IRS's list of situations requiring a new EIN covers terminating an existing LLC to form a new corporation or partnership, or a single-member LLC having to file excise or employment taxes — a change in ownership is not listed. They do have to report a new responsible party within 60 days on Form 8822-B.

Is inheriting an LLC interest taxable to my heirs? Receiving an inheritance is generally not taxable income, and the basis is generally the fair market value on the date of death.

Can my will give my executor my Google account? Not if you used the provider's own tool. A direction through an online tool overrides a contrary direction in a will, trust, power of attorney or other record, and Google's deceased-user process offers only closing the account, requesting funds, or obtaining data — never passwords or other login details.

Can my executor just log in with my saved passwords? Legally that is the edge of the framework. A fiduciary counts as an authorized user, but their authority is subject to the applicable terms of service, limited by the scope of the fiduciary's duties, and shall not be used to impersonate the user. Provider-side designations avoid the question entirely.

Will my business bank account keep working? Not automatically. An authorized signer's authority ends at the owner's death, and the bank should deny access to the LLC accounts until a new authorized signer is appointed, even though the LLC itself still owns the account.

My LLC is in New York — is 180 days enough? It is double the common window and still tight. New York gives the legal representative of the last remaining member 180 days, or such other period as the operating agreement provides, to agree in writing to continue — while appointment documents alone typically land at 3 to 4 months.