How to Dissolve a Partnership in Florida

How to Dissolve a Partnership in Florida

Deciding to dissolve a Partnership in Florida may be a disappointing decision. Before you take any steps toward dissolution, you must decide if one partner wants to take over the business after the other partner leaves or if the business should be completely dissolved. Even if your business is completely dissolved, there is still the opportunity for either business partner to create a similar business under a different name. Regardless of the path you choose to take, we have outlined the steps below to solve a business partnership in Florida.

1. Review your partnership agreement.

With any important business-related decision, you should always check your partnership agreement or any other legally-binding business documents. It is possible that the steps that you need to take for dissolution are clearly outlined in that document. If your business contract already addresses how you and your partner(s) would like to handle dissolution, follow the steps outlined in your contract.

However, if this situation was not addressed in your partnership agreement or any other contracts about the creation and operation of your business, proceed with the steps listed below.

2. Discuss what should happen next.

Whether your business partnership is being dissolved or whether the entire business is being dissolved, you and your partner need to decide how the business assets and debts should be divided. Examine these areas to ensure that the division is fair.

3. It is time to vote.

For larger businesses with shareholders or a board of directors, you’ll take a vote to determine whether the partnership should be dissolved. In many partnership agreements, a majority will be enough to decide what to do. In case of a tie, refer to your partnership agreement. If it does not tell you what to do, you should refer to the Revised Uniform Partnership Act.

This Act is helpful to determine what should happen to your partnership if your partnership agreement does not contain this information. According to the Act, a partnership may be dissolved if any partner decides to leave the partnership. The only time that it is not dissolved is if the remaining partners decide to continue business without the leaving partner.

4. Divide the assets and debts.

Think of this phase as wrapping up business. Fill any outstanding orders, sell off assets, and pay debts as determined in Step 2. Then, if there is any remainder (either assets or debts), divide them according to your previous agreement.

5. Notify everyone about this change.

Although it is not mandatory for businesses to file a form with the state when they dissolve, it is a good idea. You will want to file a Statement of Dissolution with the Department of State’s Division of Corporations (DOC).

Then, you want to notify any other parties of your business contracts. This will include vendors, suppliers, customers, anyone who might rent you equipment, and anyone who has loaned you money.

Another important entity to notify if you have decided to completely close your business is the Director of Revenue (DOR). Once your business is wrapped up, file a notice with the DOR to inform them that you are closing your business. This will ensure that all your business taxes are in order before everyone moves on.

We can help.

If you have questions about the dissolution of your Florida partnership, J. Muir & Associates can help. Our experienced attorneys can answer any questions you might have and help you and your business partners quickly and efficiently dissolve your partnership. To find out more about how we can help, give us a call today at 786-533-1100 or contact us online.

Written by J. Muir & Associates

J. Muir & Associates

The attorneys of J. Muir & Associates are passionate advocates for businesses throughout Miami-Dade County. We provide numerous business legal services to help make your company grow and flourish. We are knowledgeable and dedicated to finding solutions that fit your company’s needs.