How to Dissolve a Partnership in Florida

You found the right person(s) to start a business with, you grew the business together, and now, for one reason or another, you or your partner(s) are ready to dissolve the partnership. It happens! However, dissolving a partnership involves a lot more legal maneuvering than just calling it quits one day. Whatever your reason for dissolving the partnership, you should know how to do it properly and legally. Before you do anything else though, make sure you contact an experienced Florida business attorney to make sure the dissolution is as clean as possible.

1.  Did you and your partner have a partnership agreement when you started the business?

In the most ideal scenario, you and/or your partner had a legally binding partnership agreement drawn up and notarized when you started together. In that partnership agreement, there should be a section that outlines what to do should the partnership dissolve. Whether you are a fledgling business or a well-established one, if you do not have a partnership agreement in place, you and your partner(s) need to get one right away. If you are dissolving your partnership without an agreement, you can try working it out with your partner first, but in some cases it might have to go to a mediator or arbitrator. Let Trembly Law help.

2.  Take care of unfinished business

It’s more difficult to dissolve a partnership if one of the partners hasn’t performed the duties they were supposed to perform. If that’s the case, that partner needs to fulfill their obligations to you and the business before they leave. This can include things like transferring ownership of stocks and property, or signing over leases, liabilities, and contracts.

3.  Business valuation

In a partnership, the liabilities and assets of the business are distributed according to the share that the partner has in the business. In order to get an accurate amount of what’s at stake during the dissolution, you should get the business valuated by a valuation professional.

4.  File a Form of Dissolution with the Florida Division of Corporations

Have an attorney help you fill out and file this form, as any mistakes or discrepancies may cause a delay and additional costs if not done properly the first time.

5.  Remember that there are other options to dissolving the partnership

If you have more than one partner, consider giving another partner (or yourself) the share of the company. If the case goes to court, know that courts are known to divide assets and liabilities 50-50, which could be unfair to you. Speak with an attorney to get more ideas on how you can avoid a complete dissolution if possible.

Dissolving a partnership doesn’t necessarily mean that it’s the end of the business. If you want to keep going with the business without your partner, you can restructure the business as an LLC or a sole proprietorship. The main takeaway you should get from this blog though is that you do have options available to you and a dissolution of the partnership is not necessarily the end of the road if you don’t want it to be. The team at the Trembly Law Firm is ready to help guide you through the dissolution process. Please call us at (305) 431-5678 or contact us here if you have any questions.

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