Does it mean the estate must sell the decedent's shares to the partner or does it mean they must offer it first to the partner before they sell to other parties? Can the estate just keep the shares of the decedent?
In general, partners can restrict the transferability of partnership interests through an agreement signed by all the partners, and may require that an interest be sold, or at least offered for sale, upon the death of a partner. In your case, the outcome will depend on the exact wording of the agreement. An attorney who regularly deals with partnership agreements and restrictions on transferability would need to review the language and understand all the facts and circumstances in order to give you a precise answer and advice on how to proceed.
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