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Keep reading to find out how to approach the subject of dissolving a partnership and how to do so correctly. There are many reasons why you may want to dissolve a partnership. A partner may retire, financial situations may change, and some businesses might require a new structure. Consult with an attorney who specializes in commercial law when dealing with a business or partnership dissolution. Knowing what to expect can give you greater decision-making power and the ability to move forward confidently with peace of mind. Before you go into business with a partner or partners, it’s important to have a signed partnership agreement in place.


You should have signed a 16 examples of negotiation strategy agreement before forming the partnership. This agreement should have laid out how to dissolve the partnership. If you cannot find your copy, then ask one of the other partners for a copy.Some people form general partnerships without agreements. In that case, you will need to come to an agreement with the other partners as to how the dissolution should proceed.

What to Include in Your Dissolution Plan

Before ending the partnership, you should consider the state of the current business. For example, you should consider what obligations the partnership has outstanding (e.g., contracts, liens, mortgages). Ask yourself whether now is a good time to end the partnership.Also consider how much the business is worth. If the partnership dissolves, each partner receives a share of the partnership’s assets and liabilities according to their ownership interest. You should try to get some sense of how much might be left over after all liabilities are paid. And nowhere are they tougher than with business partnerships.

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Think about the best way to end it to benefit your company in the future. This post was published on the now-closed HuffPost Contributor platform. Contributors control their own work and posted freely to our site. If you need to flag this entry as abusive, send us an email.

Close all joint accounts and resolve finances

Prepare a written agreement to close, following your partnership agreement. If one partner is leaving the business, you might be able to continue by buying out that individual. That assumes you want to continue with other partners and that the partnership agreement allows it.

You probably will need to your state of the partnership’s dissolution. Visit the Secretary of State’s website for your state to find appropriate forms. If you did not have to file a registration or certificate with your state upon formation of the partnership, then you might not be required to file a dissolution form. Nevertheless, it could be a good idea to file one just the same.

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First, consider your ultimate goal with this change, and second, consider making a plan — it’s called a dissolution plan or liquidation plan. Sometimes a business doesn’t work out and you’ll have to close it. Here’s what you need to know about the process of shutting down your company. The process for transferring ownership of an LLC depends on the type of transfer as well as the provisions of your operating agreement.

State laws surrounding a partnership dissolution

If you loaned property to the partnership to use, then you need to repossess it. For example, you might have let the partnership use office space in a building that you own. Make sure to repossess the keys to the building.If you loaned a computer, laptop, or cell phone to the partnership, then physically re-take possession. Set expectations and make them legally binding upfront. Your equity should be based on milestones you’ve reached.


Removing a member from an LLC can be difficult, especially if the member doesn’t want to go. Check your operating agreement and state laws to guide you through the process. Sit down with your partners and discuss the terms and the issues of dissolution together. If you find that you and your partners are disagreeing, you can ask an impartial third party or legal counsel to help mediate. Your lawyer should be able to find the forms and complete them for you. Make sure that you get a copy of any form filed with the state.

Review your partnership agreement

Offer a plan to make the split work for both of you. You’ll need both an attorney and a CPA (for financial statements, buy-outs, etc.) to help you navigate this process and come out the other side. LegalZoom provides access to independent attorneys and self-service tools. We are not a law firm and do not provide legal advice.

You still have to settle debts, legally end the business and distribute any assets of the partnership. Regardless of the situation and personal relationship, it’s essential that you correctly and completely dissolve your partnership to mitigate your liability under the partnership arrangement. Your state’s laws will govern your partnership dissolutions. Your Secretary of State’s office or website should have information on the process of partner dissolution, any relevant termination fees and required forms.

The partnership agreement should state the priority in which debts will be paid. Typically, you will need to pay off debts owed to external creditors before reimbursing other partners for loans made to the partnership. If you have finally decided to end the partnership, and even if you have a partnership agreement, you will need a plan for the process of dissolution. The SBA says a dissolution plan should begin with a review of the state of your business. Overview A change in the business climate or in the parties’ goals may signal that it’s time to terminate a partnership and release the parties from their duties.

For example, you may have lent office space in a building you own to the partnership. Also, you might have donated a car or other personal property for the partnership to use. This property should have been identified in the partnership agreement.Make sure the property is in good working condition. If something has been broken or damaged, then you should press to be compensated for the damage. If you’ve decided it’s time to end your business partnership, you’ll want to proceed cautiously to protect yourself and the company. Find out how to approach the subject and hopefully keep your relationship with your former partner intact.

Use of our products and services are governed by ourTerms of Use andPrivacy Policy. The partners are liable to pay their debt.Partners are still expected to pay all joint debt and wrap up their affairs. Alert your customers, suppliers, advisers, and community members that there has been a change in the business.


You might also be required to pay any back taxes at the time you file a statement of dissolution. Based upon your discussions , you and the other partners should draft and sign a dissolution agreement. The purpose of the agreement is to terminate the original partnership agreement. You should have a lawyer help you draft a dissolution agreement for all parties to sign.The dissolution agreement explains how the business will be wound up. It might nominate one partner to take the lead on the liquidation. Also, the agreement should contain a release which prohibits partners from bringing lawsuits related to the partnership after dissolution.

If one of the partners retires, dies, or enters bankruptcy, the dissolution of the arrangement may be triggered automatically under the terms of the partnership formation agreement. Alternatively, the objectives of the partnership may have been met and the parties’ official relationship may no longer be necessary. Overview A change in the business climate or individual goals may signal that it’s time to terminate a partnership and release the parties from their duties.

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