Chapter 20 - § 20.19 • PARTNERSHIP INTERESTS

• Jurisdiction: Colorado

§ 20.19 • PARTNERSHIP INTERESTS

Unless the decedent was the last surviving partner, his representative ordinarily will have no duty with respect to the partnership and its assets, other than to see that the surviving partner winds it up and accounts to the estate for the decedent's share of the values involved. C.R.S. §§ 7-60-137 and -131(4); Goodknight v. Harper, 225 P. 215 (Colo. 1924); Heuschel v. Wagner, 215 P. 476 (Colo. 1923); see Pennell, "Current Problems in Partnerships," 20 So. Calif. Tax Inst. 318.

The partnership agreement may provide for continuation of the partnership despite the death of the decedent and may provide that the representative of the decedent becomes a partner (probably a new partnership really is created). It has been held that an executor or administrator can become a member of a partnership,³² and it is now provided by statute that a representative may become either a limited or general partner if permitted by the controlling instrument or by order of court. C.R.S. § 15-1-701. The Fiduciaries' Powers Act specifically provides that a fiduciary may retain or acquire an interest in any entity where the fiduciary does not have general liability. C.R.S. § 15-1-804(2)(ii); see also C.R.S. §§ 15-1-801, et seq.

If the arrangement is that the estate shall become a limited partner, the risks to the representative are very much reduced, but he or she still runs the risk of having irregularities in...