Q: What happens, in Oklahoma, if a partner dies that is in a partnership LLC?
A: The personal representative of a member who dies becomes an assignee of the member's interest. The member's assignee interest could be distributed in a probate proceeding to the heirs or devisees of the decedent. The holder of the assignee interest can become a member upon a vote of the other members. As an assignee, the interest holder can share in profits but not in management. You should consult with a corporate attorney to discuss the specifics of your situtation. These issues can be avoided by having a proper operating agreement beforehand. Operating agreements often have buy/sell agreements relating to death or divorce so that the remaining partners do not have to deal with antagonistic ex-spouses or family members.
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