Short answer. When a limited partner dies, his executor or administrator steps into his shoes and holds all the rights a limited partner had, plus the power to designate an assignee as a substituted limited partner. The estate remains liable for all obligations the deceased limited partner owed to the partnership.
What the law says
On the death of a limited partner his executor or administrator shall have all the rights of a limited partner for the purpose of setting his estate, and such power as the deceased had to constitute his assignee a substituted limited partner.
Civil Code, Article 1861 — Death of a Limited Partner. Read the full provision →
What the executor steps into
Article 1861 of the Civil Code gives the executor or administrator of a deceased limited partner all the rights of a limited partner — not a diminished or transitional version of those rights, but the full set. This means the executor can inspect the partnership books, receive the share of profits attributable to the estate, and participate in decisions in the same capacity the deceased could have.
Power to install a substituted limited partner
Beyond receiving information and distributions, the executor also inherits the power to constitute an assignee as a substituted limited partner — the same power the deceased partner held during his lifetime. This matters when the estate beneficiaries or heirs want to continue participating in the partnership rather than simply collecting a cash-out. The executor can formally introduce that person into the partnership structure, provided the applicable partnership agreement and the Civil Code's rules on substitution are followed.
The estate remains on the hook for liabilities
The Civil Code is equally clear on the downside: the estate of a deceased limited partner shall be liable for all his liabilities as a limited partner. A limited partner's liability is ordinarily capped at his contribution, but whatever obligations existed at death pass to the estate. Heirs and beneficiaries should not assume that the partnership interest arrives free of claims — the executor must identify and account for those liabilities in full before distributing any portion of the estate to the beneficiaries.
What this means while settlement is ongoing
Settlement of a limited partner's estate does not require the executor to immediately liquidate or withdraw from the partnership. The executor can hold and manage the limited partnership interest as an estate asset, receive its economic returns, and take reasonable time to evaluate whether the best outcome for the estate is a transfer to a substituted partner, a sale of the interest, or a full withdrawal. The partnership cannot cut the estate off from the rights the deceased held simply because the original partner has died.