Q&As

Following the death of a partner, what documentation is required to transfer (a) a share in the partnership and (b) a loan note, both specifically gifted by the Will?

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Published on LexisPSL on 01/06/2020

The following Corporate Q&A provides comprehensive and up to date legal information covering:

  • Following the death of a partner, what documentation is required to transfer (a) a share in the partnership and (b) a loan note, both specifically gifted by the Will?

Following the death of a partner, what documentation is required to transfer (a) a share in the partnership and (b) a loan note, both specifically gifted by the Will?

This Q&A assumes that:

  1. the query relates to a general partnership governed by the Partnership Act 1890 (PA 1890), subject to any partnership agreement

  2. as general partnerships do not have ‘shares’, the words ‘a share in the partnership’ refer to the outgoing partner’s interests in and entitlement to any undrawn profits, capital and possibly any undistributed capital profits

The starting point for determining how to deal with a partner’s interests following death will be to review the partnership agreement. A partnership agreement would commonly include provisions that deal with:

  1. the continuation of a partnership following the death of a partner

  2. the transfer/acquisition/distribution of an outgoing partner’s interests

  3. how any new party may be admitted as a partner of the partnership

Firstly, it should be determined whether the partnership in question has ended and is winding up as a result of the death of the partner, or if it is continuing. This will have an impact on the manner and speed in which the interests of outgoing partner may be realised and paid out or otherwise dealt with. Note that PA 1890, s 33 provides that when the composition of a partnership changes by the death of a partner,

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