Got a Buisness Association Question Forum

[Proxyspot]

Hello all wondering if we can get some help on this.

Regarding partnerships:

There is a 3 member partnership. given that P1 leaves the partnership (without breaking any membership rules) What will be the consequences to the partnership?

a) The partnership will continue until the majority of the partners vote for dissolution
b) The partnership will be immediately dissolved and wound up
c) P1 may vote to conduct an immediate winding up and sale of the partnership assets. P2 and P3 could decide to continue the partnership for a reasonable time after its dissolution.
d) The withdrawal of Adam will have no effect on the partnership.


We are going back and forth between c and b. b sounds correct because a partnership dissolves when a member leaves. However, we don't like the phrasing of "immediately dissolved and wound up".

We like C because under RUPA the members of the partnership can vote to continue the partnership.

[BarbellDreams]

No, its definitely C. A partner does not get to dissolve an otherwise legit partnership with other multiple partners just because he wants out. He can certainly bow out and take his share with him, but the partnership between the others would still exist assuming thats what they wanted.