Legal Question in Business Law in California

I have a business that is a partnership with about 54,000.00 debt attached to it. If something were to happen to me would that debt be paid from my personal estate such as my house, life insurance, etc? Should I change the partnership to an LLC to keep this from happening and if so how hard is that to do?


Asked on 5/10/19, 2:05 pm

1 Answer from Attorneys

There is nothing you can do about debt incurred already, unless your lenders are willing to agree to converting the debt from personal debt to the debt of an LLC (trust me, no one who understands debt will agree). On top of that, even if you had incurred the debt as an LLC in the first place, 99 out of 100 lenders would have required you to agree to personally guarantee the debt, meaning your personal assets would be available in the event of default. However, the debt, if it is in the name of the partnership, doesn't necessarily immediately have to be paid off. Initially your partner and your estate are liable jointly for the debt the same as if you were alive. However, eventually your share of the debt has to be paid and you can't unilaterally hide the debt in an LLC after the fact. The only realistic protection you can put in place once you have already incurred the debt as a general partner, is another policy of life insurance payable to pay off the debt. You and your partner really need to confer with an estate planning attorney with experience in partnerships, and come up with a transition plan to deal with either one of you becoming incapacitated or dying and putting insurance policies and financial plans for what happens then.

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Answered on 5/11/19, 11:37 pm


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