how to dissolve a partnership without an agreement

A Comprehensive Guide On How To Dissolve A Partnership Without An Agreement

Breakups are difficult, but breaking up a business partnership may be much more difficult. It’s similar to a divorce, but with more problems. And, the majority of them are monetary in nature. You may not be able to preserve the personal connection, but you may save money and time while terminating your business partnership. 

Business partnerships offer many benefits because they enable entrepreneurs to combine complementary skill sets and share starting expenses and risks. Unfortunately, many of the benefits of business partnerships may also be drawbacks, and studies indicate that up to 70% of company partnerships fail.

For financial and personal reasons, you want your partnership dissolution to proceed as smoothly as possible. So, if you’re thinking ‘I want out of my business partnership,’ we’ve created a guide that can help you get a clean break without worrying about ghosts from the past haunting your future

Uncontested Departures Vs Contested Departures 

Business partners split up for a variety of reasons. Often, they have little to do with significant conflicts between the partners; for example, one partner’s circumstances may alter due to the need to retire, change jobs, or relocate. They may become disabled or lose a family member. 

Typically, these types of changes result in what is usually termed “uncontested departures,” in which the other partners recognise that circumstances have changed and it is time for one partner to go on. 

However, at times, departures are contested. Irreconcilable differences of opinion regarding the company’s direction can sometimes escalate into nasty disagreements. For whatever cause, one partner may lose faith in the good intent or abilities of the other. In either instance, it’s crucial to always safeguard your interests throughout the dissolution of partnership agreement.   

That being said, partners now regularly enter into business without a formal partnership agreement (or without a sufficiently detailed one). In the days after college, for example, people may establish a firm and focus on its growth rather than the chances of it failing later on. If, for whatever reason, you find yourself needing to split up without a partnership agreement outlining how, you should seek legal counsel. 

Things To Consider While Dissolving A Partnership Without An Agreement

If you find yourself leaving a partnership without a written agreement, consider protecting yourself by completing the following procedures before making any formal agreements: 

Organize Your Records 

Gather and arrange any partnership records you have. Maintain their accessibility and safety. You will need to refer to them when questions arise, and your attorney and tax counsel will almost certainly require access to them as well. 

Due to the lack of a partnership agreement, you may be shocked to find that one question you may confront is whether a partnership was ever formed in the first place. Documents such as a written contract, business strategy, sworn testimony, emails, bank statements, and transaction records will demonstrate whether or not a partnership exists. 

Gain Control of the Partnership’s Assets and Liabilities 

Make a list of all the assets and liabilities of the partnership. Assign monetary values to the assets. If you have any valuation concerns, you may need to seek the advice of a third party. A valuation assessment from a third party will assist you in resolving valuation issues. In an ideal environment, your partnership contracts would have outlined a procedure for valuing and disposing assets. 

The proceeds from the sale of assets should be used to pay down the partnership’s existing liabilities. In the event of a dissolution, each partner may use their share of the partnership assets to the payment of the partnership obligations. After the partnership creditors have been paid, any excess from asset sales will be divided among the partners in proportion to their ownership stake in the partnership. For example, if a partner owns 30% of the partnership, that member will be entitled to 30% of any assets remaining after the partnership obligations have been paid. 

Learn About The Laws In Your State 

Unless you have a written partnership agreement that states differently, the Uniform Partnership Act outlines the basic legal principles that apply to partnerships and will govern many elements of your exit. 

Create A Separation Agreement  

When one partner wishes to leave the partnership, it usually dissolves. When a partnership dissolves, the partners must satisfy any outstanding business duties, pay off all debts, and split any assets and earnings among themselves. 

Your partners may be unwilling to dissolve the partnership as a result of your leaving. By engaging into a Separation Agreement with your partner, you can avoid a forced dissolution.   A Separation Agreement will outline the terms of your departure and compel the partnership to remove your name from any future partnership transactions and loan papers. 

One of the most essential things a Separation Agreement might require is that you be freed from partnership loans and obligations. Obviously, any such Separation Agreement will very certainly necessitate the approval of the other partner(s) as well as some degree of renegotiating the partnership’s outstanding responsibilities such as loans, leases, and contracts. Your attorney may assist you with this, as well as write any necessary documents to formalise the arrangement. 

Other important issues that the Separation Agreement should cover are as follows: 

  • A description of how assets and liabilities are distributed. 
  • A formal guarantee that you will not be held responsible for any future litigation or bad judgements. 
  • Mechanisms for guaranteeing the payment of debts from which your name cannot be erased. 

Be aware that issues regarding exiting a partnership without an agreement will centre on the split of the firm’s assets and the payment of all outstanding business debts.

As previously said, in the absence of a specific partnership agreement that handles a partner’s departure, you will have to speak with the other partners and attempt to negotiate agreed upon conditions that will be included in the Separation Agreement. Your aim will be to stay on good terms in order to prevent an impasse or dispute that might jeopardise everyone’s commercial interests. 

Among the options are: 

Offer to Sell Your Partnership Interests to Your Partner   

When you inform your partner that you want to quit, you might offer to sell them your shares and allow them to manage the firm. You’ll need to have a realistic pricing in mind, preferably one based on any market research you’ve done previously. If there is dispute on the appropriate price, recommend that an impartial expert be assigned the task of determining a suitable value. 

Accepting Less As An Offer 

You might declare your readiness to take a smaller share of the firm’s earnings and refrain from participating in corporate decisions until everything is sorted. 

Declare your willingness to hire an independent intermediary to help you resolve any outstanding issues. 

Be prepared to hire a third-party intermediary (such as an experienced attorney or conflict resolution specialist) to assist you in dividing the partnership assets among the partners or agreeing on valuations and other parameters you cannot agree on. 

Seek Legal Counsel from an Experienced Attorney 

Even if the leaving is peaceful and you complete all of the preceding procedures, disagreements may occur. The more complicated the partnership and its business, the more vital it is to have a qualified legal adviser who can assist you in resolving difficulties and retaining your assets. 

At CharterCPA, we offer our expertise to assist you in negotiating suitable conditions while also adhering to appropriate state legislation. 


While examining the legal basis of the issue will necessitate a considerable financial commitment, the resulting savings will more than offset the expense. After all, the best approach to achieve your legal objectives is to develop a sound litigation strategy. So, to safeguard yourself while dissolving a partnership without an agreement, you should consider contacting us at CharterCPA! So, schedule a call with us today!

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