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A.R.S. § 14-11011

Trust Holding a General Partnership Interest

Verified April 4, 202657th Legislature, 1st Regular Session

If a trust owns a general partnership interest, the trustee is not personally liable for partnership contracts or injuries. The trustee must disclose their role. Personal liability for harm only applies if the trustee was at fault.

Title 14, ARIZONA TRUST CODE

azleg.gov

Partnership Contracts and Trustee Protection

Some trusts hold interests in partnerships. When the trust owns a general partnership stake, the trustee steps into a role that would normally carry personal liability.

The law adds a layer of protection. This applies to general partnerships, limited liability partnerships, and similar structures filed with the state.

Except to the extent that personal liability is imposed in the contract, a trustee who holds an interest as a general partner in a general or limited partnership is not personally liable on a contract entered into by the partnership after the trust's acquisition of the interest if the fiduciary capacity was disclosed in the contract or in a statement previously filed pursuant to the uniform partnership act or the uniform limited partnership act.

A.R.S. § 14-11011(A)

The protection covers contracts the partnership signs after the trust gets the interest. The trustee must note their role in the contract or in a filing under partnership law.

Harm and Property Duties

For injuries or property duties tied to the partnership, the same rule applies. The trustee is not personally liable unless personally at fault.

This matters for estate plans that include family businesses or investment partnerships. A new trustee who takes over a general partnership interest should know the role carries duties but not automatic personal risk.

For families with business interests held in trust, this statute shows where partnership liability ends. The key is making sure every contract and filing names the trustee's role.

Real estate partnerships and investment structures are common in estate plans. Knowing how liability rules interact with the trust's partnership interest helps families make better choices.

A. Except to the extent that personal liability is imposed in the contract, a trustee who holds an interest as a general partner in a general or limited partnership is not personally liable on a contract entered into by the partnership after the trust's acquisition of the interest if the fiduciary capacity was disclosed in the contract or in a statement previously filed pursuant to the uniform partnership act or the uniform limited partnership act. B. A trustee who holds an interest as a general partner is not personally liable for torts committed by the partnership or for obligations arising from ownership or control of the interest unless the trustee is personally at fault.

This page provides general legal information about Arizona statutes and is not legal advice. For guidance on how this law applies to your situation, speak with a qualified attorney.

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