A transfer of partnership interest takes place when a partner in a business relinquishes their ownership rights and responsibilities to another individual or company.

What Is a Partnership?

General partnerships are formed automatically in the eyes of the state when two individuals or business entities go into business together with the intent to share both the losses and profits of the venture. When one of those two parties decides to no longer be involved in the partnership, they may either transfer it to another person or entity or terminate the partnership altogether.

If a partnership agreement is formed at the start of the business, this will govern how any transfers or terminations take place. If no agreement exists, the partners will follow provisions made by the state for the governing of general partnerships.

Transferring Interest

The interest that a partner holds in a partnership represents their shares of profits and losses as well as voting rights and managerial or financial responsibilities. According to state laws, partnership interests are free to transfer, so the only way a partner might run into difficulties is if there are restrictions in the partnership agreement.

If the transfer of interest in a partnership would cause the membership in the business to change, the state views the original partnership as dissolved. A new partnership will be formed between the member to whom the interest was transferred and the remaining members of the first partnership. This new partnership will be expected to continue on in the business of the first partnership.

Transfer of interest in a partnership is usually restricted in some form if a partnership agreement exists. Usually, the restriction found in the agreement is a right of first refusal. This means that a partner wishing to leave the partnership must first offer their interest to the other members in the company before offering it to an outside party. If all of the members refuse this offer, the partner is then allowed to transfer interest to anyone they choose.

Sale of Partnership Assets

If instead of one partner transferring interest, all of the partners decide to dissolve the partnership, they may sell the assets of the company to an individual or entity outside of the partnership. Any income earned from a sale of assets can be used to settle any outstanding debts the partnership may have had.

Assets may be sold to any of the following:

  • An individual
  • Another partnership
  • A corporation
  • A limited liability company (LLC)
  • A trust

Selling or transferring the assets of a partnership can be beneficial to the members, but they need to keep in mind that it is hard to transfer the intangible aspects of the business, like goodwill. Goodwill is a company's worth based on its reputation and customer or client base.

Dissolving a Partnership

Each state provides rules and regulations for the dissolving of a general partnership. Certain aspects of the state regulations apply to any and all partnerships, but others only apply if there is no partnership agreement governing the dissolution.

The Uniform Partnership Act states that all of the partners will share the profits and losses of the business equally in the case of dissolution if there are no provisions detailed in a partnership agreement. Most states enforce this regulation.

Even if there is a partnership agreement governing the dissolution of a business, that business is required to first satisfy any of its outstanding debts before distributing any assets to partners. Distributions should be proportional to the ownership percentages of each of the members. Ownership percentages are usually based on capital contributions or managerial responsibilities.

Liability of Partnership Dissolution

In the event that a partnership is being dissolved, certain liabilities remain with the partners. If debts are not paid to creditors, the partners may be held financially liable, even if they aren't actively conducting business. A partner in a general partnership risks losing personal assets if the business leaves any financial obligations unresolved.

Even if one partner binds the business to a financial obligation, the entire partnership can be held liable. This means that any partner can be held liable for financial promises made by another partner on behalf of the business.

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