Dissolving A Partnership In Florida In 5 Steps

Dissolving a Partnership in Florida can be disappointing. However, if you are going to do it, you should do it the right way. Follow these 5 steps.

Before taking any steps towards dissolution, you must first determine whether one of the partners wants to take over the business after the other partners leave or if the Partnership should be completely dissolved.

No matter what path you choose, here are the 5 steps you need to take to dissolve a Partnership in the State of Florida:

Step 1: Carefully Review the Partnership Agreement

Before deciding to dissolve a Partnership and choosing a way to do it, you must first check your partnership agreement or any other legally binding business documents you have signed, as the steps you must take to dissolve your Partnership may be outlined in those documents. If your partnership agreement already addresses how dissolution should be handled, you must follow the steps outlined in the contract.

However, if dissolution is not properly addressed in your partnership agreement, you must proceed with the following steps:

Step 2: Decide What Will Happen Next

Whether your Partnership is being completely dissolved or one of the partners is going to take over the business after the others leave, all partners should get together and decide how the business assets and debts will be divided upon dissolution, making sure this division is fair.

Step 3: Vote

For larger businesses with a board of directors and shareholders, you will need to take a vote in order to determine whether the Partnership should be completely dissolved. In many partnership agreements, the majority is enough to decide how to proceed.

In case of a tie, you should refer to your partnership agreement. However, if it does not tell you what to do, you should refer to the Revised Uniform Partnership Act. This Act will help you determine how to proceed if your partnership agreement does not contain this information.

According to the Act, a partnership may be dissolved if one of the partners decides to leave. The only time that a Partnership is not dissolved is when the remaining partners choose to continue doing business without the departing partner.

Step 4: Fairly Divide Business Assets and Debts

You can think of this phase of the process as “wrapping up business.” At this point, you will need to sell off assets, fill any outstanding orders, and pay business debts. After that, if any assets or debts remain, you must divide them in accordance with the agreement you reached with your partners in step 2.

Step 5: Notify Everyone about the Dissolution

Although filing a form with the state to let them know that your Partnership has been dissolved is not mandatory, it is still a good idea to make sure everyone knows about the dissolution to avoid potential confusion and misunderstandings in the future.

The first thing you should do is file a Statement of Dissolution with the Division of Corporations (DOC) of the Department of State. Then, you should notify any other parties who have entered business contracts with your Partnership. This includes suppliers, vendors, customers, lenders, etc.

If you decide to close your business completely, another important entity you should notify of the dissolution is the Director of Revenue (DOR) by filing a notice once your business is wrapped up. This will help ensure that all your business taxes are in order before moving on.

We Can Help!

If you have any questions about the dissolution process, Jurado & Farshchian, P.L. can help. Our experienced business attorneys can answer all your questions and help you and your partners dissolve your partnership without complications.

To learn more about our services, call us today at (305) 921-0440 or send us an email to [email protected].

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