How do I proceed after the death of my business partner?
Hello — I’m organizing the first company meeting (minutes) after my 50% partner and voting member passed away last week. I’m not sure who his estate manager is; I’m assuming it’s his sister, who was his hospital decision-maker. I plan to ask her to attend. Just want to make sure that’s the correct way to proceed.
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Thanks — here’s a clear approach:
- If the operating agreement is silent, the deceased member’s interest typically passes to their estate.
- Until probate appoints a personal representative (executor/administrator), no one officially controls that membership interest.
- The sister may be handling things informally (and may have been the medical decision-maker), but she isn’t legally authorized to act for the estate until she provides documentation (Letters Testamentary or Letters of Administration).
- Suggested email to invite her to the meeting (revise as needed):
“As we hold our first company meeting following [Partner’s Name]’s passing, I would like to invite [Sister’s Name], as I understand she may be handling his estate. Please note that until the estate’s personal representative is officially confirmed, no binding decisions regarding his membership interest can be made.” - Ask the sister (or estate rep) to bring/provide proof of authority before discussing binding matters.
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Hello — I’m organizing the first company meeting (minutes) after my 50% partner and voting member passed away last week. I’m not sure who his estate manager is; I’m assuming it’s his sister, who was his hospital decision-maker. I plan to ask her to attend. Just want to make sure that’s the correct way to proceed.
Lexi, Chatbot
I’m sorry to hear about the passing of your partner. Who is currently handling your partner’s estate affairs?
I believe it is his sister, Karen.
Lexi, Chatbot
Have you checked any legal documents or the LLC agreement to see who takes over if a member dies?
The LLC agreement does not specify anybody in particular.
Lexi, Chatbot
Is there anything else the lawyer should know before I connect you?
I don't know.
Attorney/Professor
Hello — I’m Attorney Matt. Quick question: does the LLC operating agreement mention a buyout if one member dies?
Nothing specific, although I do have another local business attorney looking at it in detail.
Attorney/Professor
Thanks — here’s a clear approach:
- If the operating agreement is silent, the deceased member’s interest typically passes to their estate.
- Until probate appoints a personal representative (executor/administrator), no one officially controls that membership interest.
- The sister may be handling things informally (and may have been the medical decision-maker), but she isn’t legally authorized to act for the estate until she provides documentation (Letters Testamentary or Letters of Administration).
- Suggested email to invite her to the meeting (revise as needed):
“As we hold our first company meeting following [Partner’s Name]’s passing, I would like to invite [Sister’s Name], as I understand she may be handling his estate. Please note that until the estate’s personal representative is officially confirmed, no binding decisions regarding his membership interest can be made.” - Ask the sister (or estate rep) to bring/provide proof of authority before discussing binding matters.
I think this is a very good approach — thank you.
Attorney/Professor
You’re welcome — have a great day.
Attorney/Professor
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