What Happens When a Partner Dies?
A partnership has a lot of flexibility in its structure, so I can only give the default rules which can be altered by a partnership agreement.
Under 805 ILCS 206/601(7)(i), a partner is automatically dissociated from the partnership upon his death. The remaining partners then have to decide if they want to continue on with the partnership and buy the deceased partner's estate out or if they want to just wind things up.
However, if it is just a two-person partnership, you have a problem. The other person logically should not be able to continue on a partnership alone. 805 ILCS 206/101(f) explicitly defines a partnership as being "an association of 2 or more persons". One person cannot be a partnership. However, 805 ILCS 206/801 does not give any clear basis for dissolving the partnership in this scenario without the remaining partner's consent. Theoretically, the surviving partner may have the right to just buy out the estate under 805 ILCS 206/701. There is disagreement and no clear law on exactly how or if this works. Does it just automatically dissolve and wind up at that point? Does the buy-out right not exist for the penultimate member's death? These questions need more clarity from the legislature or courts to answer for sure.