Exiting Business Partnership Guide
Summary
To exit a business partnership in Iowa, review your partnership agreement for withdrawal procedures. Typically, you can withdraw without partner consent, transferring your ownership interest to remaining partners. The remaining partner can assume debts and liabilities, and a Liquidating Agent may be appointed to manage asset distribution. Consult a business attorney for personalized advice.Full Conversation
I want to remove myself from a partnership based in IA and the partner wants to stay open
Do you have a partnership agreement in place that outlines the process for dissolution or withdrawal of a partner?
yes. *. Assignment of Interests. *. Right of First Refusal. *. Withdrawal Events. *. Dissolution and Liquidation.
What does your agreement specifically state about the process and conditions for a partner's withdrawal?
The Member(s) agree that Member(s) may voluntarily withdraw from the Company without the
approval, vote, or consent of the Member(s). Unless the withdrawing member's ownership interest
was sold, it shall be transferred to the remaining Member(s) in the Company at the same ownership
interest percentage ratio that exists at the time of withdrawal. After being removed from the
Company, the withdrawing Member shall be unequivocally released from any legal or financial
liability that is related to the Company unless otherwise agreed upon.
What is the nature of the disagreement between you and your partner regarding your withdrawal from the company?
Different company visons
What steps have you taken so far to initiate your withdrawal from the partnership?
NA only spoke breifly to partner
What is the response of your partner regarding your decision to withdraw from the partnership?
Does not want to close the business and willing to take on liens and debt
What is the business structure of your company? This information will help me provide you with the most accurate advice.
* managing partners only
What is the financial status of the company? Are there any outstanding debts or liabilities?
yes about a little less than *,* to *,* in loans and Credit Cards
What is the process outlined in your agreement for transferring the debt and liabilities to the remaining partner?
The liability of the Contributor(s) for the losses, debts, liabilities, and obligations of the Company
shall be limited to the amount of the capital contribution plus any distributions paid to such
Contributor(s) individually, such as the Contributor’s share of any undistributed assets of the
Company; and (only to the extent as might be required by applicable law) any amounts previously
distributed to such Contributor(s) by the Company.
What is the amount of your capital contribution and any distributions paid to you individually?
none
What is the timeline for your withdrawal as stated in the partnership agreement?
back to this g *,* The Capital Contribution
What is the timeline or notice period for withdrawal as stated in your partnership agreement?
no timeline stated
What is the process outlined in your agreement for handling the company's outstanding debts and liabilities upon a partner's withdrawal?
*. Withdrawal Events.
In the event of the death, retirement, withdrawal, expulsion, or dissolution of a Member, or an event
of bankruptcy or insolvency, as hereinafter defined, with respect to a Member, or the occurrence of
any other event which terminates the continued membership of a Member in the Company pursuant
to the Statutes (each of the foregoing hereinafter referred to as a “Withdrawal Event”), the Company
shall terminate sixty (*) days after notice to the Member(s) of such withdrawal Event unless the
business of the Company is continued as hereinafter provided.
Notwithstanding a Withdrawal Event with respect to a Member, the Company shall not terminate,
irrespective of applicable law, if within the aforesaid sixty-day period the remaining Member(s), by
the unanimous vote or consent of the Member(s) (other than the Member who caused the
Withdrawal Event), shall elect to continue the business of the Company.
In the event of a Withdrawal Event with respect to a Member, any successor in interest to such
Member (including without limitation any executor, administrator, heir, committee, guardian, or
other representative or successor) shall not become entitled to any rights or interests of such
Member(s) in the Company, other than the allocations and distributions to which such Member is
entitled unless such successor in interest is admitted as a Member in accordance with this
Agreement.
An “event of bankruptcy or insolvency” with respect to a Member shall occur if such Member: (*)
applies for or consents to the appointment of a receiver, trustee or liquidator of all or a substantial
part of their assets; or (*) makes a general assignment for the benefit of creditors; or (*) is
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adjudicated a bankrupt or an insolvent; or (*) files a voluntary petition in bankruptcy or a petition or
an answer seeking an arrangement with creditors or to take advantage of any bankruptcy,
insolvency, readjustment of debt or similar law or statute, or an answer admitting the material
allegations of a petition filed against them in any bankruptcy, insolvency, readjustment of debt or
similar proceedings; or (*) takes any action for the purpose of effecting any of the foregoing; or (*)
an order, judgment or decree shall be entered, with or without the application, approval or consent
of such Member, by any court of competent jurisdiction, approving a petition for or appointing a
receiver or trustee of all or a substantial part of the assets of such Member, and such order,
judgment or decree shall be entered, with or without the application, approval or consent of such
Member, by any court of competent jurisdiction, approving a petition for or appointing a receiver or
trustee of all or a substantial part of the assets of such Member, and such order, judgment or decree
shall continue unstated and in effect for thirty (*) days.
What is the process outlined in your agreement for the distribution of assets upon a partner's withdrawal?
In the event of a Withdrawal Event with respect to a Member, any successor in interest to such
Member (including without limitation any executor, administrator, heir, committee, guardian, or
other representative or successor) shall not become entitled to any rights or interests of such
Member(s) in the Company, other than the allocations and distributions to which such Member is
entitled unless such successor in interest is admitted as a Member in accordance with this
Agreement.
What is the process for admitting a successor in interest as a member according to your agreement?
*. Admission of New Member(s).
The Company may admit new Member(s) (or transferees of any interests of existing Member(s))
into by the purchase or transfer of another Member's ownership interest and a vote for adding the
new Member consisting of the majority Members’ ownership percentage interest in the Company.
As a condition to the admission of a new Member, such Member shall execute and acknowledge
such instruments, in form and substance satisfactory to the Company, as the Company may deem
necessary or desirable to effectuate such admission and to confirm the agreement of such Member
to be bound by all of the terms, covenants, and conditions of this Agreement, as the same may have
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been amended. Such new Member shall pay all reasonable expenses in connection with such
admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation,
filing or publication of any amendment to this Agreement or the Articles of Organization, which the
Company may deem necessary or desirable in connection with such admission.
No new Member shall be entitled to any retroactive allocation of income, losses, or expense
deductions of the Company. The Company may make pro-rata allocations of income, losses, or
expense deductions to a new Member for that portion of the tax year in which the Member was
admitted in accordance with Section *(d) of the Internal Revenue Code and regulations
thereunder.
In no event shall a new Member be admitted to the Company if such admission would be in
violation of applicable Federal or State securities laws or would adversely affect the treatment of the
Company as a partnership for income tax purposes.
What is the process for transferring your ownership interest to the remaining partner or a new member as per your agreement?
The Company may admit new Member(s) (or transferees of any interests of existing Member(s))
into by the purchase or transfer of another Member's ownership interest and a vote for adding the
new Member consisting of the majority Members’ ownership percentage interest in the Company.
What is the process for voting to add a new member as per your agreement?
As a condition to the admission of a new Member, such Member shall execute and acknowledge
such instruments, in form and substance satisfactory to the Company, as the Company may deem
necessary or desirable to effectuate such admission and to confirm the agreement of such Member
to be bound by all of the terms, covenants, and conditions of this Agreement, as the same may have
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been amended. Such new Member shall pay all reasonable expenses in connection with such
admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation,
filing or publication of any amendment to this Agreement or the Articles of Organization, which the
Company may deem necessary or desirable in connection with such admission.
What is the process for the remaining partner to assume your share of the company's debts and liabilities as per your agreement?
The proceeds of sale and all other assets of the Company shall be applied and distributed in the
following order of priority: (*) to the payment of the expenses of liquidation and the debts and
liabilities of the Company, other than debts and liabilities to Member(s); (*) to the payment of debts
and liabilities to Member(s); (*) to the setting up of any reserves which the Liquidating Agent may
deem necessary or desirable for any contingent or unforeseen liabilities or obligations of the
Company, which reserves shall be paid over to a licensed attorney to hold in escrow for a period of
two years for the purpose of payment of any liabilities and obligations, at the expiration of which
period the balance of such reserves shall be distributed as provided; (*) to the Member(s) in
proportion to their respective capital accounts until each Member has received cash distributions
equal to any positive balance in their capital account, in accordance with the rules and requirements
of Treas. Reg. Section *.*-*(b)(*)(ii)(b); and (*) to the Member(s) in proportion to the Members’
Percentage Interests.
The liquidation shall be complete within the period required by Treas. Reg. Section *.*-*(b)(*)
(ii)(b).
Upon compliance with the distribution plan, the Member(s) shall no longer be Member(s), and the
Company shall execute, acknowledge and cause to be filed any documents or instruments as may be
Page *
necessary or appropriate to evidence the dissolution and termination of the Company pursuant to the
Statutes.
What is the percentage of your ownership interest in the company?
*
What is the process outlined in your agreement for the distribution of the company's assets to you upon your withdrawal?
Notwithstanding a Withdrawal Event with respect to a Member, the Company shall not terminate,
irrespective of applicable law, if within the aforesaid sixty-day period the remaining Member(s), by
the unanimous vote or consent of the Member(s) (other than the Member who caused the
Withdrawal Event), shall elect to continue the business of the Company.
What is the process for the remaining partner to assume your share of the company's assets as per your agreement?
In the event of a Withdrawal Event with respect to a Member, any successor in interest to such
Member (including without limitation any executor, administrator, heir, committee, guardian, or
other representative or successor) shall not become entitled to any rights or interests of such
Member(s) in the Company, other than the allocations and distributions to which such Member is
entitled unless such successor in interest is admitted as a Member in accordance with this
Agreement.
An “event of bankruptcy or insolvency” with respect to a Member shall occur if such Member: (*)
applies for or consents to the appointment of a receiver, trustee or liquidator of all or a substantial
part of their assets; or (*) makes a general assignment for the benefit of creditors; or (*) is
Page *
adjudicated a bankrupt or an insolvent; or (*) files a voluntary petition in bankruptcy or a petition or
an answer seeking an arrangement with creditors or to take advantage of any bankruptcy,
insolvency, readjustment of debt or similar law or statute, or an answer admitting the material
allegations of a petition filed against them in any bankruptcy, insolvency, readjustment of debt or
similar proceedings; or (*) takes any action for the purpose of effecting any of the foregoing; or (*)
an order, judgment or decree shall be entered, with or without the application, approval or consent
of such Member, by any court of competent jurisdiction, approving a petition for or appointing a
receiver or trustee of all or a substantial part of the assets of such Member, and such order,
judgment or decree shall be entered, with or without the application, approval or consent of such
Member, by any court of competent jurisdiction, approving a petition for or appointing a receiver or
trustee of all or a substantial part of the assets of such Member, and such order, judgment or decree
shall continue unstated and in effect for thirty (*) days.
The Company shall terminate upon the occurrence of any of the following : (i) the election by the
Member(s) to dissolve the Company made by a vote of over fifty percent (*%) of the Members’
ownership-interest.; (ii) the occurrence of a Withdrawal Event with respect to a Member and the
failure of the remaining Member(s) to elect to continue the business of the Company as provided for
in this Agreement above; or (iii) any other event which pursuant to this Agreement, as the same may
hereafter be amended, shall cause a termination of the Company.
What is the process outlined in your agreement for the remaining partner to assume your share of the company's assets and liabilities upon your withdrawal?
The liquidation of the Company shall be conducted and supervised by a person designated for such
purposes by the affirmative vote or consent of Member(s) holding a majority of the Members’
Percentage Interests (the “Liquidating Agent”). The Liquidating Agent hereby is authorized and
empowered to execute any and all documents and to take any and all actions necessary or desirable
to effectuate the dissolution and liquidation of the Company in accordance with this Agreement.
What is the process for appointing the Liquidating Agent as per your agreement?
The Company shall terminate upon the occurrence of any of the following : (i) the election by the
Member(s) to dissolve the Company made by a vote of over fifty percent (*%) of the Members’
ownership-interest.; (ii) the occurrence of a Withdrawal Event with respect to a Member and the
failure of the remaining Member(s) to elect to continue the business of the Company as provided for
in this Agreement above; or (iii) any other event which pursuant to this Agreement, as the same may
hereafter be amended, shall cause a termination of the Company.
What is the process for the distribution of your ownership interest to the remaining partner or a new member as per your agreement?
The proceeds of sale and all other assets of the Company shall be applied and distributed in the
following order of priority: (*) to the payment of the expenses of liquidation and the debts and
liabilities of the Company, other than debts and liabilities to Member(s); (*) to the payment of debts
and liabilities to Member(s); (*) to the setting up of any reserves which the Liquidating Agent may
deem necessary or desirable for any contingent or unforeseen liabilities or obligations of the
Company, which reserves shall be paid over to a licensed attorney to hold in escrow for a period of
two years for the purpose of payment of any liabilities and obligations, at the expiration of which
period the balance of such reserves shall be distributed as provided; (*) to the Member(s) in
proportion to their respective capital accounts until each Member has received cash distributions
equal to any positive balance in their capital account, in accordance with the rules and requirements
of Treas. Reg. Section *.*-*(b)(*)(ii)(b); and (*) to the Member(s) in proportion to the Members’
Percentage Interests.
The liquidation shall be complete within the period required by Treas. Reg. Section *.*-*(b)(*)
(ii)(b).
Upon compliance with the distribution plan, the Member(s) shall no longer be Member(s), and the
Company shall execute, acknowledge and cause to be filed any documents or instruments as may be
Page *
necessary or appropriate to evidence the dissolution and termination of the Company pursuant to the
Statutes.
The proceeds of sale and all other assets of the Company shall be applied and distributed in the
following order of priority: (*) to the payment of the expenses of liquidation and the debts and
liabilities of the Company, other than debts and liabilities to Member(s); (*) to the payment of debts
and liabilities to Member(s); (*) to the setting up of any reserves which the Liquidating Agent may
deem necessary or desirable for any contingent or unforeseen liabilities or obligations of the
Company, which reserves shall be paid over to a licensed attorney to hold in escrow for a period of
two years for the purpose of payment of any liabilities and obligations, at the expiration of which
period the balance of such reserves shall be distributed as provided; (*) to the Member(s) in
proportion to their respective capital accounts until each Member has received cash distributions
equal to any positive balance in their capital account, in accordance with the rules and requirements
of Treas. Reg. Section *.*-*(b)(*)(ii)(b); and (*) to the Member(s) in proportion to the Members’
Percentage Interests.
The liquidation shall be complete within the period required by Treas. Reg. Section *.*-*(b)(*)
(ii)(b).
Upon compliance with the distribution plan, the Member(s) shall no longer be Member(s), and the
Company shall execute, acknowledge and cause to be filed any documents or instruments as may be
necessary or appropriate to evidence the dissolution and termination of the Company pursuant to the
Statutes.
What is the process for the remaining partner to assume your share of the company's assets and liabilities upon your withdrawal?
Promptly after the termination of the Company, the Liquidating Agent shall cause to be prepared
and furnished to the Member(s) a statement setting forth the assets and liabilities of the Company as
of the date of termination. The Liquidating Agent, to the extent practicable, shall liquidate the assets
of the Company as promptly as possible, but in an orderly and businesslike manner so as not to
involve undue sacrifice.
Promptly after the termination of the Company, the Liquidating Agent shall cause to be prepared
and furnished to the Member(s) a statement setting forth the assets and liabilities of the Company as
of the date of termination. The Liquidating Agent, to the extent practicable, shall liquidate the assets
of the Company as promptly as possible, but in an orderly and businesslike manner so as not to
involve undue sacrifice.
What is the process for appointing the Liquidating Agent as per your agreement?
na
na
The liquidation of the Company shall be conducted and supervised by a person designated for such
purposes by the affirmative vote or consent of Member(s) holding a majority of the Members’
Percentage Interests (the “Liquidating Agent”). The Liquidating Agent hereby is authorized and
empowered to execute any and all documents and to take any and all actions necessary or desirable
to effectuate the dissolution and liquidation of the Company in accordance with this Agreement.
The liquidation of the Company shall be conducted and supervised by a person designated for such
purposes by the affirmative vote or consent of Member(s) holding a majority of the Members’
Percentage Interests (the “Liquidating Agent”). The Liquidating Agent hereby is authorized and
empowered to execute any and all documents and to take any and all actions necessary or desirable
to effectuate the dissolution and liquidation of the Company in accordance with this Agreement.
The liquidation of the Company shall be conducted and supervised by a person designated for such purposes by the affirmative vote or consent of Member(s) holding a majority of the Members’ Percentage Interests (the “Liquidating Agent”).
What is the process outlined in your agreement for the remaining partner to assume your share of the company's assets and liabilities upon your withdrawal?
The proceeds of sale and all other assets of the Company shall be applied and distributed in the
following order of priority: (*) to the payment of the expenses of liquidation and the debts and
liabilities of the Company, other than debts and liabilities to Member(s); (*) to the payment of debts
and liabilities to Member(s); (*) to the setting up of any reserves which the Liquidating Agent may
deem necessary or desirable for any contingent or unforeseen liabilities or obligations of the
Company, which reserves shall be paid over to a licensed attorney to hold in escrow for a period of
two years for the purpose of payment of any liabilities and obligations, at the expiration of which
period the balance of such reserves shall be distributed as provided; (*) to the Member(s) in
proportion to their respective capital accounts until each Member has received cash distributions
equal to any positive balance in their capital account, in accordance with the rules and requirements
What is the process for the remaining partner to assume your share of the company's assets and liabilities upon your withdrawal?
Promptly after the termination of the Company, the Liquidating Agent shall cause to be prepared
and furnished to the Member(s) a statement setting forth the assets and liabilities of the Company as
of the date of termination. The Liquidating Agent, to the extent practicable, shall liquidate the assets
of the Company as promptly as possible, but in an orderly and businesslike manner so as not to
involve undue sacrifice.
Promptly after the termination of the Company, the Liquidating Agent shall cause to be prepared
and furnished to the Member(s) a statement setting forth the assets and liabilities of the Company as
of the date of termination. The Liquidating Agent, to the extent practicable, shall liquidate the assets
of the Company as promptly as possible, but in an orderly and businesslike manner so as not to
involve undue sacrifice.
Promptly after the termination of the Company, the Liquidating Agent shall cause to be prepared and furnished to the Member(s)
a statement setting forth the assets and liabilities of the Company as of the date of termination. Is there a specific Liquidating Agent mentioned in your agreement?
The liquidation shall be complete within the period required by Treas. Reg. Section *.*-*(b)(*)
(ii)(b).
Who is designated as the Liquidating Agent in your agreement?
Upon compliance with the distribution plan, the Member(s) shall no longer be Member(s), and the
Company shall execute, acknowledge and cause to be filed any documents or instruments as may be necessary or appropriate to evidence the dissolution and termination of the Company pursuant to the
Statutes.
Is there a specific person or entity mentioned in your agreement to act as the Liquidating Agent?
no
none
there is no specific person or entity mentioned in your agreement to act as the Liquidating Agent
Who will be responsible for appointing the Liquidating Agent according to your agreement?
members
the members
the company members
Each of the Member(s) represents, warrants and agrees that the Member is acquiring the interest in
the Company for the Member’s own account for investment purposes only and not with a view to
the sale or distribution thereof; the Member, if an individual, is of legal age; if the Member is an
organization, such organization is duly organized, validly existing and in good standing under the
laws of its State of organization and that it has full power and authority to execute this Agreement
and perform its obligations hereunder; the execution and performance of this Agreement by the
Member does not conflict with, and will not result in any breach of, any law or any order, writ,
injunction or decree of any court or governmental authority against or which binds the Member, or
of any agreement or instrument to which the Member is a party; and the Member shall not dispose
of such interest or any part thereof in any manner which would constitute a violation of the
Securities Act of *, the Rules and Regulations of the Securities and Exchange Commission, or
any applicable laws, rules or regulations of any State or other governmental authorities, as the same
may be amended.
What is the process outlined in your agreement for the appointment of the Liquidating Agent?
The liquidation of the Company shall be conducted and supervised by a person designated for such
purposes by the affirmative vote or consent of Member(s) holding a majority of the Members’
Percentage Interests (the “Liquidating Agent”). The Liquidating Agent hereby is authorized and
empowered to execute any and all documents and to take any and all actions necessary or desirable
to effectuate the dissolution and liquidation of the Company in accordance with this Agreement.
What is the process for the remaining partner to assume your share of the company's assets and liabilities upon your withdrawal?
The proceeds of sale and all other assets of the Company shall be applied and distributed in the
following order of priority: (*) to the payment of the expenses of liquidation and the debts and
liabilities of the Company, other than debts and liabilities to Member(s); (*) to the payment of debts
and liabilities to Member(s); (*) to the setting up of any reserves which the Liquidating Agent may
deem necessary or desirable for any contingent or unforeseen liabilities or obligations of the
Company, which reserves shall be paid over to a licensed attorney to hold in escrow for a period of
two years for the purpose of payment of any liabilities and obligations, at the expiration of which
period the balance of such reserves shall be distributed as provided; (*) to the Member(s) in
proportion to their respective capital accounts until each Member has received cash distributions
equal to any positive balance in their capital account, in accordance with the rules and requirements
of Treas. Reg. Section *.*-*(b)(*)(ii)(b); and (*) to the Member(s) in proportion to the Members’
Percentage Interests.
The proceeds of sale and all other assets of the Company shall be applied and distributed in the
following order of priority: (*) to the payment of the expenses of liquidation and the debts and
liabilities of the Company, other than debts and liabilities to Member(s); (*) to the payment of debts
and liabilities to Member(s); (*) to the setting up of any reserves which the Liquidating Agent may
deem necessary or desirable for any contingent or unforeseen liabilities or obligations of the
Company, which reserves shall be paid over to a licensed attorney to hold in escrow for a period of
two years for the purpose of payment of any liabilities and obligations, at the expiration of which
period the balance of such reserves shall be distributed as provided; (*) to the Member(s) in
proportion to their respective capital accounts until each Member has received cash distributions
equal to any positive balance in their capital account, in accordance with the rules and requirements
of Treas. Reg. Section *.*-*(b)(*)(ii)(b); and (*) to the Member(s) in proportion to the Members’
Percentage Interests.
The proceeds of sale and all other assets of the Company shall be applied and distributed in the following order of priority: (*) to the payment of the expenses of liquidation and the debts and liabilities of the Company, other than debts and liabilities to Member(s)
Company shall be applied and distributed in the following order of priority: (*) to the payment of the expenses of liquidation and the debts and liabilities of the Company, other than debts and liabilities to Member(s)
Company shall be applied and distributed in the following order of priority: (*) to the payment of the expenses of liquidation and the debts and liabilities of the Company, other than debts and liabilities to Member(s)
to the payment of the expenses of liquidation and the debts and liabilities of the Company, other than debts and liabilities to Member
end
company to take on debt