Who takes my business partner’s place after they pass?
I am organizing a first company minute meeting after my 50% partner and voting member passed away last week. I am not sure who his estate manager is; I am assuming it is his sister, who was his hospital decision maker. Therefore, I will ask her to attend. I just want to make sure it is the correct way to proceed.
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You're approaching this thoughtfully. Since your operating agreement doesn’t specify what happens when a member dies, the member’s interest typically passes to their estate. Until the probate court appoints a personal representative (executor or administrator), no one has official authority over the deceased’s interest.
You’re correct that the sister may be the estate representative, especially if she was making medical decisions. However, that doesn’t guarantee she is the legal executor or administrator yet. You can put something in an email like this (revise it as you see fit):
"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."
Encourage the sister (or whoever is managing the estate) to provide documentation (Letters Testamentary or Letters of Administration) proving they are authorized to act for the estate. Only then can you legally engage with them regarding the deceased partner’s LLC interest.
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I am organizing a first company minute meeting after my 50% partner and voting member passed away last week. I am not sure who his estate manager is; I am assuming it is his sister, who was his hospital decision maker. Therefore, I will ask her to attend. I just want to make sure it is the correct way to proceed.
I'm sorry to hear about the passing of your partner. Who is currently handling the affairs of your partner's estate?
I believe it is his sister.
Have you checked any legal documents or agreements that might specify who takes over in the event of your partner's passing?
LLC agreement does not specify anybody in particular.
Is there anything else the Lawyer should know before I connect you? Rest assured they’ll be able to help with estate matters.
I don't know.
Hello. This is Attorney Matt. I am reading what you wrote and have an initial question for you.
To clarify, does the LLC operating agreement mention anything about a buyout if one of you passes away?
Nothing specific, although I do have another local business attorney look at it in detail.
Thank you for the additional information. One moment, please, while I prepare an answer.
You're approaching this thoughtfully. Since your operating agreement doesn’t specify what happens when a member dies, the member’s interest typically passes to their estate. Until the probate court appoints a personal representative (executor or administrator), no one has official authority over the deceased’s interest.
You’re correct that the sister may be the estate representative, especially if she was making medical decisions. However, that doesn’t guarantee she is the legal executor or administrator yet. You can put something in an email like this (revise it as you see fit):
"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."
Encourage the sister (or whoever is managing the estate) to provide documentation (Letters Testamentary or Letters of Administration) proving they are authorized to act for the estate. Only then can you legally engage with them regarding the deceased partner’s LLC interest.
I think this is a very good approach, thank you.
You are welcome. Anything else at the moment?
That's all, thank you.
You are welcome. Have a great day!
Attorney Matt
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