Legal Question in Business Law in Indiana

Partnership Dissolution or Withdrawal?

I want out of my partnership. Do I need a partnership dissolution agreement or do I only need a partnership withdrawal? We have very little in assets and I don't really care to get any money out of the deal. I only want to be sure I'm not liable for any of my partner's business conduct after I leave. We didn't use a lawyer when we formed our partnership. All we did was go to the Secretary of Sate of Indiana and submit our paperwork. I have seen a couple of different forms online, but was confuse re the dissolution vs withdrawl. I believe my partner wants to keep the business. Problem there is the official name of the partnership is ''his name and my name construction''. We use C&H Construction on all our advertising, etc. so I'm not too concerned with him keeping the official name as long as I'm not liable after completing the proper paperwork.


Asked on 1/09/08, 11:45 pm

2 Answers from Attorneys
Samuel Hasler Samuel Hasler

Re: Partnership Dissolution or Withdrawal?

I am unsure why you went to the Secretary of State to set up a partnership as the Secretary of State has no part in ordinary partnerships. But the Secretary of State has everything to do with corporations.

If you have a partnership, then you are best served by dissolving the partnership.

Indiana's partnership statute defines dissolution at IC 23-4-1-29. http://www.in.gov/legislative/ic/code/title23/ar4/ch1.html

You need to get a lawyer to help you. Being too cheap at this point has the real possibility of causing you a lot of stress and a lot of costs. Make sure that when you meet with the lawyer that you have the papers filed with the Secretary of State.

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Answered on 1/10/08, 7:31 am
Burton Padove Indiana and Illinois Lawyer, Burton A. Padove

Re: Partnership Dissolution or Withdrawal?

Are you sure that this is a partnership? If you went to the Sec. of State you probably have a corporation or an LLC.

If a corporation, you can sign over your stock to the other shareholder. If an LLC, you can withdraw. If it is a partnership, the best way to protect yourself is with a dissolution.

Keep in mind that if you personally guaranteed any liability, you may still be liable.

Regardless, you should send letters to all of your vendors and let them know that you are no longer affiliated with the business.

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Answered on 1/10/08, 8:17 am


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