Is the consent of all partners to a partnership needed to sell a business?

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Is the consent of all partners to a partnership needed to sell a business?

I own a small business, general partnership without a formal partnership agreement. One of the partners has been estranged for at least 20 years. Myself and the other partner wish to sell the business. Do we need the estranged partners’s consent to do this?

Asked on October 3, 2013 under Business Law, New York

Answers:

SJZ, Member, New York Bar / FreeAdvice Contributing Attorney

Answered 8 years ago | Contributor

You need the consent or agreement of a majority of the owners. That is majority by ownership interest, so if it was owned equally by the three of you (1/3 each), for example, two of you together have a majority (2/3) and can make the decision to sell. The exception to this would be if the articles of incorporation, operating agreement, or other document(s) creating or governing the business specifically require unimous consent for this; if so, you have to do what the three of you previously agreed.


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