Before you can take action against a partner, you need to identify what the partner has done to warrant a response. In particular, you need to identify whether the violation was sufficiently serious to warrant expulsion. Common reasons for expelling a partner include:the partner has filed for bankruptcy
the partner has broken the partnership agreement
the partner has committed professional misconduct
the partner has been charged and/or convicted of a crime;
, Your partnership agreement should state whether the partner can be expelled and the grounds for expulsion. Find your partnership agreement and read it. The partnership agreement should also state whether you can expel someone with a majority vote or whether the vote must be unanimous (excluding the partner to be expelled).If you fail to follow the rules in your partnership agreement, then you could be sued for a breach. Accordingly, it is very important to fully understand your partnership agreement before acting to expel the partner.
 You might not have a partnership agreement. Nevertheless, you might still be able to expel the partner. Each state has adopted partnership rules which govern your partnership in the absence of an agreement. For example, many state laws allow you to expel a partner for the following reasons:it becomes unlawful to continue doing business with the partner
the partner transfers substantially all of their partnership interest
a partnership that serves as a partner dissolves
a corporation that serves as a partner stops being in good standing

, Only a qualified lawyer can advise you about whether you can expel a partner. If your partnership doesn’t have a lawyer, then you can find one by asking another partnership if they would recommend their lawyer. You could also contact your bar association and ask for a referral.When you meet with the lawyer, discuss the following:


Does your partnership agreement allow you to expel the partner?
Can the partner be expelled for the particular violation he or she has committed?
If you don’t have a partnership agreement, does your state law allow you to expel the partner?
If you expel the partner, must you dissolve the partnership or can you continue to carry on business?
Could the partner turn around and sue you for a bad faith expulsion?

, If you don’t think the violation was serious, then you should instead talk to the partner. Review whether or not the partner wants to remain in the partnership and think about ways to make the partnership work more effectively.
 The vote might have to be unanimous, or a majority could be sufficient. Check your partnership agreement. If it is silent, then read your state’s partnership law.


Hold a meeting and keep detailed records of the meeting.
 Your partnership agreement should tell you how to give the partner notice. It probably also gives you a deadline for informing the partner. For example, you might have to provide written notice to the partner within 10 days of the vote.


The partnership agreement might also require that you briefly state the grounds for the expulsion., Historically, a partnership had to dissolve once a partner was expelled. However, the law has changed. Generally, you can continue the partnership if the partnership agreement allows you to do so.Read your partnership agreement. There might be a clause that gives the remaining partners the right to continue the partnership after dissolution. The agreement will describe the process. For example, you may have to vote to continue the partnership.If you don’t have a partnership agreement, then you should read your state’s Uniform Partnership Act or check with an attorney. In some states, you can continue on with the partnership in the absence of a written agreement. In other states, you will have to dissolve.
 Once a partner leaves, he or she is entitled to being paid for his or her share of the partnership.Your partnership agreement should explain how to value the partnership’s assets in order to arrive at the value of the partner’s share.If you don’t have a partnership agreement, then your state’s Uniform Partnership Act should spell out the process for valuing the partnership’s assets.
 Your state law might require that you dissolve the partnership if a partner is expelled. However, you can elect to form a new partnership with the remaining members. If you choose not to, then you will need to wind up your business.You should complete any partnership work in progress and then draft a partnership dissolution agreement. Your lawyer can help you draft a comprehensive agreement.
Depending on your state, you may have to file a Statement of Dissolution with your state’s Secretary of State or equivalent office.The partnership will also need to pay its debts by selling some or all of its assets. Partners will get paid for their partnership shares only after debts have been paid.
See Wind Up a Company for more information on the steps you must take.
 In most states, the partnership as a group or an individual partner can seek a court order expelling a partner. Your state law should provide the reasons you can seek an expulsion. Generally, you can seek expulsion for the following reasons:the partner broke the partnership agreement in a material and willful manner
the partner’s wrongful conduct affected the partnership’s business in an adverse and meaningful manner
it’s not practicable to continue to carry on business with the partner

, You will start your lawsuit by filing a “complaint” in court. This document will identify the partner as the “defendant” and the partnership (or individual partner) as the “plaintiff.” This document will also explain the background of the dispute and make a request that the partner be removed.You should hire a lawyer to represent you in the case. A partnership dispute can be very complicated and you should treat all lawsuits seriously.
You will have to pay a fee to file the complaint, which will differ by court. Your lawyer will invoice you for the fee.
 After filing a lawsuit, you need to give the other side notice so that they can respond to your allegations. You will provide this notice by serving a copy of your complaint and a summons, which you can get from the court clerk.Your lawyer should handle service. Generally, you can hire someone to hand deliver a copy on the partner.
 The partner has a certain amount of time to respond to your complaint. Typically, the partner will probably file an “answer” in response. In this document, the partner responds to each allegation that you have made., If you can’t settle the dispute outside of court, then you’ll need to prepare for your trial. The pre-trial period is often quite long. You will request helpful documents from the other side and attend many pre-trial hearings. You should stay in close contact with your attorney.


The most critical aspect of preparing for trial is gathering sufficient evidence to prove that the partner should be removed from the partnership. For example, you might be arguing that the partner’s wrongful conduct harmed the partnership in an adverse and meaningful manner. You will need proof that the partner’s conduct rose to this standard.
For example, you need to gather financial records that show the financial harm done to the partnership because of the partner’s conduct.
You might also need the partner to admit that he or she knew that the actions they took would damage the partnership. Your lawyer can ask the partner questions in a deposition., Because you are asking the judge for an “equitable” remedy, the judge will probably hear your lawsuit instead of a jury. The typical elements of a trial will include the following:Opening statements. Each lawyer will provide a roadmap of the evidence they will present.

Witness testimony. You get to go first. Your lawyer will need to present sufficient witness testimony and documentary evidence that shows the partner should be expelled for one of the reasons identified in your state law.

Cross-examination. The partner will present witnesses second and your lawyer can ask them questions.

Closing arguments. Each lawyer summarizes the evidence and argues that it supports their position. As the person bringing the lawsuit, you bear the burden of proof that the partner should be expelled.
Identify the reason for expulsion.
Read the partnership agreement.
Read your state’s Uniform Partnership Act.
Meet with a lawyer.
Talk to the partner instead.
Vote whether to expel the partner.
Inform the partner of their expulsion.
Check whether the partnership must dissolve.
Pay the partner.
Wind up the business, if required.
Check if you can get a court order.
File a complaint in court.
Serve notice on the partner.
Read the partner’s response.
Prepare for trial.
Go to trial.
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