Removing a Partner From a General Partnership

Removing a partner from a general partnership is the act of removing someone from your business that operates as a partnership.4 min read

Removing a partner from a general partnership is the act of removing someone from your business that operates as a partnership. It can happen in several different ways, but the most common option is through a clause in the partnership agreement itself.

Sample Partnership Removal Clauses

• For example, you can remove the general partner only if the unitholders who have at least 66 2/3 percent of the outstanding units approve it. This action must also provide for an election to name a successor to the general partner by the unitholders who have the majority of the outstanding units. The removal of the partner will be effective immediately once a successor general partner is admitted.
• Another sample clause could contain language that states the required limited partners, other than any limited partner who is in default, or a limited partner that is an affiliate of the general partner, can remove the general partner provided a final court order from a court of competent jurisdiction was entered.

The court order must conclude that a “Cause Event” took place and deliver written notice to the general partner in question. The general partner then must notify the limited partners. From there, the required limited partners as defined above would need to appoint a new general partner to replace the outgoing one. The replacement partner would be admitted as a general partner, which would be effective prior to the effective date of the outgoing general partner's removal.

It's important that your partnership removal clause also contains language that discusses the rescinding of any powers, rights, duties, or obligations provided to him or her. In connection with the partner's removal, the remaining limited partners will have the right to purchase the partner's interest at a specified price.

Steps to Remove a Partner

If a partner is looking to leave, this is the easiest and least painful way in most cases. A partner has the right to leave provided it does not breach the partnership agreement and the partnership is one that exists in a definite term.

Removal might also be through mutual agreement. Each partnership and partner are different, so it may take a little coaxing to get them to want to leave. You may offer some financial incentive, like a lucrative buyout offer. In cases where the partner has no desire to leave, it will take more work to get them to go. Understanding the individual partner's mindset and behaviors are key to determining the best route to remove him or her.