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Notice of Withdrawal from Partnership


The withdrawing or retiring partner serves notice on the other partners.

Frequently Asked Questions
What difference does it make who serves the notice?When a partner wants to leave a partnership, that partner gives notice to the other partners. This is called a voluntary withdrawal. An example would be selling one's partnership interest to another party in order to retire.

On the other hand, if for any reason the other partners need to remove a particular partner from the partnership, they can do so without that partner's consent as long as that is provided for in the partnership agreement. This is called involuntary withdrawal and involves the remaining partners giving notice to the withdrawing partner or that partner's representatives. Examples of involuntary withdrawal are: death of partner, incapacity of partner, disability of partner, incompetence of partner, breach of fiduciary duty by partner, criminal conviction of partner, operation of law against partner, and legal judgment against partner.

Your Notice of Withdrawal from Partnership

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To: Partners of ______________________________ (the "Remaining Partners")

From: ______________________________

______________________________ (the "Withdrawing Partner") of ______________________________ is a partner in the partnership of ______________________________ (the "Partnership") established on the 24th day of July, 2024 for the purpose of __________ and formed in accordance with a partnership agreement (the "Partnership Agreement").

The Withdrawing Partner desires to voluntarily withdraw from the Partnership. The date of the withdrawal will be the _____ day of _____________, 20____.

With this document, the Withdrawing Partner gives ______________________________________________ notice of withdrawal in writing by registered or certified mail to the Remaining Partners at each Remaining Partner's last known address.

The Partnership Agreement is governed by the laws of the Commonwealth of Virginia and provides that the exclusive jurisdiction for the enforcement of this matter is with the courts of the Commonwealth of Virginia.

The Remaining Partners have ______________________________________________, or as otherwise provided in the Partnership Agreement, to provide a buyout offer to the Withdrawing Partner. In the event a buyout offer is not provided within that period, then action must be taken to dissolve and liquidate the Partnership.



Notice of Withdrawal from Partnership

Alternate Names:

A Notice of Withdrawal from Partnership is also known as a:

  • Partnership Withdrawal
  • Partnership Withdrawal Letter
  • Partnership Withdrawal Agreement
  • Partnership Dissolution Agreement

What is a Notice of Withdrawal from Partnership?

Withdrawal from a partnership is achieved by serving a written notice ending the involvement of a particular partner in the partnership for one reason or another.

There are two kinds of withdrawals:

Voluntary withdrawal is when a partner chooses to leave the partnership and is serving notice on the other partner(s). A common reason for this type of withdrawal is retirement.

Involuntary (non-voluntary) withdrawal happens when one partner is withdrawn from the partnership without consent. In this case, the other partners jointly serve notice of withdrawal on the partner to be dissociated. Common reasons for this kind of withdrawal include (but are not limited to) death, incapacity, incompetence, or a criminal conviction of the partner.

What is the difference between general partnerships, limited liability partnerships, and limited partnerships?

General partnership is the default form of business organization whenever two or more people work together with a view to making a profit, whether the terms are formalized in a written agreement or not. Typically, all partners play a part in the day-to-day management of the business.

Limited Liability Partnership (LLP) is a newer type of partnership which affords individual partners protection from liability similar to that of a shareholder in a corporation but without the "double taxation" which affects most corporations. LLPs are typically favored by professional firms, such as lawyers and accountants. Each state has its own law governing LLPs, the types of businesses which may form LLPs, and the extent of the limitation of liability.

Limited partnership refers to an arrangement where, to make partner, a person provides capital to the company for limited control over operations. Limited partners are considered passive partners as most of the decisions and day-to-day operations are the responsibility of the general partner(s).

Other than the degree of power, another difference between general and limited partners is that limited partners are only liable up to the amount of their investment. That means if they've invested $100,000 in the business, they are only liable for paying off $100,000 in any partnership debts.

This form of business organization may be chosen to avoid the taxation, administrative, and regulatory obligations which come with incorporation, and this form of organization is commonly used by start-ups before the business becomes profitable. Limited partnerships are commonly formed to manage private equity funds and are also popular in oil and gas exploration and real estate development enterprises.

What happens when a partner leaves a partnership?

Under classical partnership law, the departure of one partner automatically meant the end of the partnership. Nowadays, withdrawal of a partner, for whatever reason, will be dealt within the partnership agreement and does not necessarily mean the end of the business.

The dissolution of the partnership and distribution of the assets is a separate matter and the rules which apply would also be set out in a partnership agreement.

Often if a partner leaves, the remaining one(s) will continue the business or form an LLC. The remaining partner(s) simply buy out the withdrawing one. If a buyout offer is not provided within the notice period described in the partnership withdrawal letter, action must generally be taken to dissolve or liquidate the partnership.

Related Documents:

  • Partnership Agreement: a document that defines the business activities of a partnership, the capital contributions of each partner, the way profits and losses will be distributed between the partners, and the rules and methods by which the partnership will be managed
  • Partnership Amendment: a form used to make changes to an existing Partnership Agreement
  • Assignment of Partnership Interest: a form that transfers partnership interest to a new party subject to the terms of the Partnership Agreement
  • Joint Venture Agreement: a contract that establishes a business arrangement between two or more parties who are combining resources for the sake of accomplishing a specific mutual goal or project
  • LLC Operating Agreement: an agreement used to determine the rights and duties of every member of a Limited Liability Company (LLC) and outlines the operational details for the LLC
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