Leaving the Partnership: What Are Your Duties?

In Florida, partners are expressly permitted to leave a partnership at any time so long as it is not in contravention of a partnership agreement or leaves as a result of going bankrupt during the term of the partnership. Florida has adopted the Revised Uniform Partnership Act, allowing the partnership to be treated as an entity, and therefore allowing it to continue to exist once the partners leaves. However, a partner’s duties and obligations to the partnership do not cease with when he leaves the partnership. It is important to understand if you plan to leave your partnership what duties remain.

Partners planning to leave a partnership owe the partnership the duties of loyalty and care until they have officially dissociated. The duty of loyalty means that the leaving partner must keep the partnership’s best interests in mind, placing them ahead of his own. A partner cannot, for example, move onto another business venture, and begin to place his new venture’s best interests ahead of his corporation. The leaving partner must continue to work for the best interests of the old partnership.

Additionally, partners must continue to live up to their duty of care obligations. The duty of care mandates that the fiduciary use due diligence in his transactions for the partnership. A partner cannot let up in how he handles his business as a partner, even if he has decided he is going to leave the partnership. A dissociating partner must continue to use due diligence in the business he transacts for the partnership.

A partner cannot simply ignore his duties when he decides to dissociate from the partnership. Failing to live up to his duties can lead the partner to compensate to the partnership for waste that occurred as a result of his transgressions. Consulting with the right legal team can help determine if an outgoing partner has violated his duties to the partnership and whether the partnership can recoup money from the outgoing partner. Call the Trembly Law Firm at (305) 431-5678 today to schedule a consultation.

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