There are different processes for ending a general partnership or a limited partnership.
How to end a general partnership
Depending on your agreement, usually any partner can end the partnership and effectively bring the business to a close.
Partnerships can be dissolved in the following situations:
- The term of the partnership has expired.
- One partner has given notice to the other partners.
- One partner can no longer legally own a business (making the partnership illegal).
- There is a court order to dissolve the business.
- A partner has died.
- The business has gone bankrupt.
Under section 41 of the Partnership Act 1958, when a partnership is dissolved or a partner retires, a notice must be placed in a Government Gazette and in at least one newspaper circulating in each district in which the business operates.
How to end a limited partnership
You can end a limited partnership in 3 ways, depending on your situation:
- change limited partnership to a general partnership
- dissolve the limited partnership
- wind up the limited partnership
Change to a general partnership
A limited partnership can end when it has no more limited partners. If the only partners left are general partners with unlimited liability, they must either:
- agree to change to a general partnership, or
- leave the partnership
In a general partnership, all partners equally share in the management and liabilities of the business.
Dissolve a limited partnership
You can dissolve a limited partnership in a way that's in line with the terms of your partnership agreement.
Subject to the terms of the partnership agreement, there are restrictions when dissolving a limited partnership.
A limited partner cannot dissolve a limited partnership by issuing a notice on their own. Also, the other partners cannot dissolve a limited partnership on the following grounds:
- The limited partner has used their share of the partnership property as collateral for debts outside the partnership.
- The limited partner has retired, become bankrupt or died.
- The limited partner is a body corporate and has become dissolved.
Wind up a limited partnership
When the partners agree to wind up a limited partnership, it must be carried out by the general partners, unless a court or tribunal orders differently.