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Question

Can the partners initiate a withdrawal and a dissolution at the same time?

Follow up question from LLP in Therapy office with 4 other women: If the other partners do not want a dissolution-how do you stop it? Does the LLP/Partership agreement govern the distribution of our assets and debts? Who oversees the distribution of assets and debts? Thank you.

Submitted: 583 days and 17 hours ago.
Category: Legal
Value: $30
Status: CLOSED
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Optional Information:
Huntington, New York

Posted by Lawrence N. Rogak, Insurance Atty 583 days and 17 hours ago.

Answer

Under New York's partnership law, a partnership can be dissolved simply by having any one of the partners announce his withdrawal from the partnership. If the partners can agree on the distribution of the assets, that's fine, but if they can't -- and they usually can't -- then they need to bring an action in court for an accounting. The court will decide, after a complete review of the partnership books and records, who gets what.

To answer your question, if one partner wants to leave, the others can't prevent it. The partnership agreement of the LLP should set forth the distribution of assets. No oversight is necessary if the partners can agree. They can also agree to buy out the partner who leaves and continue the partnership, if the partnership agreement permits it.

 

583 days and 17 hours ago.

Reply

Reply to Lawrence N. Rogak, Insurance Atty's Post: Further explanation needed: Partnership agreement indicates 4/5 vote to bring forth a dissolution. 2/5 want to dissolove the partnership. What happens to the multidisicplinary contracts?

Accepted Answer

If the partnership agreement requires 4 out of 5 to dissolve, then two partners alone cannot force a dissolution. Instead, they will have to abide by the buyout rules in your partnership agreement.

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Expert: Lawrence N. Rogak, Insurance Atty
Pos. Feedback: 99.4 %
Accepts: 
Answered: 4/19/2008

Lawyer

26 years litigating important insurance and injury cases; well-known legal author

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