I have a question on the process, forms, and terminology of a breakup of partnership/transfer of ownership
. I am supposed to get an agreement letter over to my partner today.
I had 4 agreement letters half way finished up when I realized the message in the letters seemed to be understood but my terminology, eh.
My partner and I have had a general partnership for 2 years with 90/10 ownership with me having 10. He has agreed to "sign the company over to me" for $2395.00. He is surrendering any present and future monies coming in whether those monies were a result of past, present, or future company operations and signing everything over to me completely. I had an agreement of withdrawal from partnership and distribution of assets, company purchase agreement, agreement of bank account closure, and agreement not to work with a competitor worked up and at first I didn't care about the terminology as long as I get the message across but then, I wondered if I could get caught up on improper wording or a technicality.
In return for my payment, my requirements are, and he has agreed, to receive the marketing advertising PPC campaign that he created complete in it's entirety so I can realize the same conversion rate that we were receiving before with everything unchanged, the website, which I have already been given, an email sending service account that we have all our previous leads in which will be transferred solely to my name, and not work with competitors in the industry.
So are we talking leaving/buying/selling/termination/withdrawal/dissolution of partnership or all of the above? And is this a two part process? End of partnership and beginning of sole proprietorship
Fictitious names of San Diego county says that in terms of the fictitious name, which I want to keep, he (I can file it since it's a partnership (but can I since I have less than 51% ownership?)) has the option of filing a form of abandonment or a form of withdrawal of partnership. Everyone there says that I should have him file for withdrawal and not abandonment, lol, but if he withdraws then the company isn't a partnership anymore, isn't it, and it, and I, would be a sole proprietor, different form a general partnership which changes the structure and ownership of the biz, which means I need a new EIN or Federal Tax ID, making it a new company or change of ownership?
One of my concerns is too keep the length of time on record that the biz has been open. Many business relationships won't even talk to you unless you have been in business more than 2 years, such as applying for business lines of credit with banks.
I have also talked to the IRS, but I don't care about those blood suckers for now, just the legal part.