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corporate-&-commercial-partnerships

Steps To Take When Your Business Partnership Falls Apart

June 07, 20243 min read

corporate-&-commercial-partnerships

Ending a business partnership can be a lot like ending any partnership. There can be trust issues, boundaries to draw and complications for others affected by the parting. If your business partnership ends, you can take steps to protect yourself and your company.

Shore up Cybersecurity

Regardless of why your partnership ends, reinforcing your cybersecurity systems is essential during this time. Start by performing a comprehensive security audit to identify current vulnerabilities and potential threats. This involves reviewing all IT systems, networks, and data storage practices. Look for outdated software, weak passwords, unsecured networks, and any unauthorized access points.

Ensure that all software, including operating systems, applications, and security programs, are up to date. Review and strengthen password policies across the organization. When a partnership dissolves, promptly revoke access for any departing partners and employees. Ensure that all sensitive data is encrypted, both in transit and at rest. Regularly back up data and store it in secure, offsite locations. Additionally, Strengthen network security by using firewalls, intrusion detection systems, and virtual private networks (VPNs).

Review Your Partnership Agreement

The partnership agreement is a critical document that outlines the terms of the partnership, including the process for dissolution. Review this agreement thoroughly to understand your rights and obligations. The agreement typically includes provisions related to buyout options, distribution of assets and liabilities, and procedures for resolving disputes. If your partnership did not have a formal agreement, state laws governing business partnerships will apply.

Filing Dissolution

When your partner leaves the business, completing paperwork may not necessarily be high on your list of priorities. However, doing so is crucial to ensure your company continues running as smoothly as possible. Prepare a dissolution agreement that outlines the terms of the partnership’s end. Have all partners review and sign the dissolution agreement. This document should include:

  • The effective date of dissolution.

  • Allocation of assets, including property, equipment, and inventory.

  • Distribution of financial obligations, such as debts and ongoing expenses.

  • Terms for settling outstanding accounts and receivables.

  • Procedures for handling pending contracts and client obligations.

Ensure this agreement is comprehensive and legally binding by having it reviewed and finalized by a legal professional.

Updating Documents

Inform federal, state, and local tax authorities about the dissolution. File a final partnership tax return indicating that this is the final return. Inform all creditors of the dissolution and make arrangements to settle any outstanding debts.

Provide creditors with a copy of the dissolution agreement and negotiate payment terms if necessary. Retain all dissolution-related records for future reference. This includes the dissolution agreement, amended partnership agreement, state filing confirmations, tax documents, license cancellations, bank account closures, and debt settlement confirmations.

Depending on the circumstances, you may choose to close the business entirely or reorganize it under a new structure. If closing, follow the legal procedures for dissolution. If reorganizing, establish a new legal entity and structure.

Prioritize communication

After internal discussions, it’s vital to communicate the situation to all external stakeholders, such as employees, customers, suppliers, and creditors. Have a prepared clear and concise message that explains the dissolution without revealing unnecessary details. Reassure stakeholders that steps will be taken to ensure a smooth transition and address any immediate concerns that may arise. Transparent and timely communication helps maintain trust and stability during the dissolution process.

Whether contentious or amicable, partnership changes can be disruptive and complicated. Consulting with professionals and maintaining clear communication throughout the process are key elements to achieving a fair and orderly dissolution.

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Pasquale Filice

Pat is an Ontario lawyer with a boutique practice finely tuned to the sectors of real estate, family law, estate planning and administration, alongside corporate/commercial law. Not just content with a dynamic legal career, his academic backdrop includes degrees in Mathematics, Statistics, and Economics, crowned with a pioneering Masters in Blockchain and Digital Currency. Currently, he's on the exciting path to earning his TEP designation, deepening his expertise in estate planning and administration to new levels. Beyond the legal grind, he's the author of "The Digital Associate - ChatGPT for Lawyers", passionately peeling back the layers of AI and ChatGPT, aiming to unfold their potential to fellow legal eagles. Here, you’ll find a blend of seasoned knowledge and fresh insights, all aimed at simplifying complex concepts without losing their intricacy. Dive in as we explore cutting-edge approaches to delivering legal services, with your engagement lighting the way. Let the exploration begin!

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