🔑 NY: LLC Operating Agreement Controls Post-Death Transfer Over Will (Rule + Authority)

In New York, an LLC operating agreement may control the disposition of a membership interest at death, even when the result conflicts with the decedent’s will. When the agreement operates by contract and is not an attempted testamentary disposition, it prevails.

This rule matters because LLC succession is often planned in entity documents rather than estate planning instruments, and disputes frequently arise when the two do not align.