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Our Family limited partnership is Registered in Cheyenne, Wyoming. My husband and I are the General Partners.

Cheyenne, WY |

My husband passed away recently. My husband owns 1% and I own 1% of capital. Family trust owns 98% as limited Partner. My husband and I share 50/50 profit &loss. According to the Partnership agreement, Upon the death of a General Partner, the General Partner's Partnership Interest shall be converted to that of a Limited Partner with only those rights and entitlements accorded to any Limited Partner herein.

In Wyoming, can one General Partner be the Sole General Partner in a Family Limited Partnership?

Do I do an amendment to the Certificate of Limited Partnership with Secretary of State, Wyoming?

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Attorney answers 3


Yes, one person can be the sole general partner. How to proceed depends on the terms of your partnership agreement. If that is not absolutely clear, you should visit with your attorney. Because this was set up for a specific purpose, you need to make sure that you handle this properly. That means speaking to your lawyer.

James Frederick

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I believe they can be. But you will have to update your filings with the state. You may also wish to speak with an attorney to review your estate planning mechanis given the new set of circumstances.

The foregoing is not legal advice nor is it in any manner whatsoever meant to create or impute an attorney/client relationship.


There are plenty of good attorneys in Cheyenne who can help you. You need to set up an appointment with one (preferably the attorney who put the estate plan together) and show him/her your paperwork. This isn't a DIY situation.

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