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Written by : Marna Rohlfing
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continuity so how long did these things last and how are they ended right it's a really important question you've got this liability how do you get out of it so this actually I'll briefly talk about the Uniform Partnership Act of 1914 just because it actually highlights something a little more fundamental about a shift in the law so again the Uniform Partnership of 1914 is not the law not the jurisdiction of this classroom it's not the jurisdiction of the exam I just want to bring up this example not to confuse you but in order to show you the difference in how the law has changed don't even need to take notes on this just think about it don't confuse yourself with this one under the old rule the one you don't have to write down if one partner dies or removes himself from the partnership says I'm not want to participate anymore the partnership then was legally dissolved it would no longer be able to exist if any partner left that partnership and no longer seat would no longer exist anyone could effectively create a dissolution of partnership at any time let's turned out not to be a horrible thing because I'd say there are seven partners and one leaves if the others continue carrying on a business they have sort of formed a new partnership with the six members so sometimes it took care of itself but this shows an idea of the partnership being completely related to the partners under the Uniform Partnership Act there is no concept of a separate entity a partnership was entirely of the partners and so if one partner left the partnership was a combination of partners so if one partner left that the partnership would cease to exist now for the rule that matters for the roopa 1997 approach it offers a new possibility that a partner can disassociate without dissolving the company this concept of disassociation is saying I don't want to be involved anymore it doesn't by itself destroy the company and so what this signifies from a theoretical basis is that under states have adopted the revised Uniform Partnership Act which are most states including Pennsylvania there's the idea the partnership has some sort of separate status on its own it's not quite as separate as a corporation but it's certainly entangled with the individual people but there's a little bit of tension there and in the law seems to be moving in the direction of recognizing partnerships as an entity on themselves that they have some sort of existence beyond merely being an amalgamation of partners as a result one partner can disassociate without forcing the corporation the partnership to dissolve and the remaining partners can simply pay that partner his share and then the partnership will continue existing so this is called a buyout right and they don't have to dissolve to do it so a person disassociates they have a right effectively to force a cash out so you know you don't want to mow lawns with me anymore fine you can walk away and you're entitled to your share the problem is that usually that's under very contentious circumstances and it can be hard to get that money as you can imagine for any of you who have had a business partnership or a a personal any kind of personal relationship going south where someone walks away you know hard to get your stuff back hard to get hard to get paid hard to get that to work so you'd have to go to court but under Pennsylvania law you can go to court say I disassociate from the partnership I'm entitled to an accounting so you can actually force a judicial accounting where the court will will order that the corporation the partnership I'm sorry the partnership kind of produce its books and records an accountant will determine what it's worth your share will be evaluated you'll your account will be evaluated how much the corporation owes you and how much you owe the the partners though I keep saying the partnership the business let's say business how much the business owes you and in that way you can you can force a cash out without without causing the partnership to disappear yes many hands yes sorry here start here you know that's a good question can you actually force the because that would be almost like a default I don't think I don't think that under the revising and Partnership Act that disassociating can force the remaining partnership to liquidate assets I think those would be owed and would have to be paid like in terms of the can income stream or something like that I don't actually know that though but but I think that's I think that's right I think that's right as opposed to this isn't but if it was a full-blown dissolution absolutely that would that would cause a winding up and a liquidation but since the partnership continues operating as a going concern no I don't think it forces a liquidation that money is owed but it doesn't necessarily have to because that would cause a business to stop functioning I don't think that's the result of the law seeks yeah okay so yeah it would no longer be it would no longer be a partnership it would it would continue existing as a sole proprietorship sort of default to a salt proprietorship okay other question over here yes can the yes the partners don't have to be natural people the partners can be other partnerships they can be LLC's they can be corporations so any any there are many types of it I shouldn't say any entity but certainly those types of entities can be partners in a general partnership you can be partners and in fact the way that most limited partnerships are organized as we'll talk about in a minute the general partner is almost always a corporation to avoid liability to any one person yes you don't have to be a natural person to be a member of a partnership yes so the liability would stop at the LLC level so that that actually would be it would be a sort of an unusual structure but but the LLC would block the liability at that point so if if a dissolution occurs though so if a partner so as I mentioned under Roop a partner who wants out you don't have to dissolve you can the partner who wants out can disassociate and the partnership has to pay him his fair share which will be determined by a judicial accounting and I think is a Joanne pointed out I don't believe that requires a liquidation of the business assets because that's what happens under a dissolution which specifically does not happen here a disillusion though our dissolution winding up is when the the business stops functioning and it pays off its creditors in order and in their order of priority so it's gonna pay its debts first and then it divvies up the remaining cash within within the partnership and for assets because those assets and cash will be distributed accordingly so that's the concept of a disillusion
Thanks for your comment Edgardo Copa, have a nice day.
- Marna Rohlfing, Staff Member
how to dissolve a new york llc hi my name is deborah from clickdissolve.com and today i'll show you how to dissolve a new york llc please note that this video is for educational purposes only and isn't meant to substitute for any legal or professional advice dissolution is the only way to eliminate an llc's legal obligation to file and pay taxes to new york state to dissolve a new york llc you must fulfill several steps to ensure that business affairs are correctly terminated with no loose ends if an llc is not dissolved it will continue to exist as a business entity in new york and is subject to actions by creditors and the state so here are the steps to voluntary dissolution of an llc in new york number one follow the dissolution procedure in the operating agreement most llc operating agreements set out the rules and procedures for the llc's dissolution and what triggering events can start the dissolution process a triggering event could be something like the death of an llc member bankruptcy a particular violation of the operating agreement illegal business activity or management or the membership no longer wants to continue with the enterprise the most common triggering event is a member's majority vote to dissolve the company if for some reason a process is not outlined in the operating agreement the new york llc act allows the dissolution by way of written consent of the majority of the members number two notification of interested parties interested parties include creditors suppliers vendors service providers employees insurance companies and landlords you should start the notification process as early as practicable to allow enough time to resolve matters in time number three discharge of tax and other liabilities the llc should pay whatever they owe whether they are debts to creditors or outstanding taxes and fees in new york the llc must obtain a written consent of dissolution from the new york department of taxation and finance until the llc has settled its taxes it will not be dissolved even if the llc is no longer conducting any business activity number four file articles of dissolution file the articles of dissolution with the state of new york note that once articles of dissolution have been filed and processed the llc will cease to exist and its business name becomes open for use is there an easier way currently there is no easy way to dissolve an llc in new york online however with clickdissolve.com you can file the dissolution completely online rather than trying to navigate all the paperwork and procedural requirements on your own or expend money on business attorney fees you can talk to the click dissolve specialists and let them take care of the dissolution paperwork including filing with the appropriate state and federal agencies contact us to find out more about how click dissolve can help with a voluntary dissolution of your llc thanks for watching this video
Thanks Sallie your participation is very much appreciated
- Marna Rohlfing
About the author
I've studied records management at Harvard University in Cambridge and I am an expert in history of the roman empire. I usually feel loved. My previous job was construction driller I held this position for 28 years, I love talking about railway modelling and gaming. Huge fan of Zack Bia I practice athletics and collect pin-back buttons.
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