Free Notice of Withdrawal from Partnership

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Notice of Withdrawal from Partnership


The withdrawing or retiring partner serves notice on the other partners.

Frequently Asked Questions
What difference does it make who serves the notice?When a partner wants to leave a partnership, that partner gives notice to the other partners. This is called a voluntary withdrawal. An example would be selling one's partnership interest to another party in order to retire.

On the other hand, if for any reason the other partners need to remove a particular partner from the partnership, they can do so without that partner's consent as long as that is provided for in the partnership agreement. This is called involuntary withdrawal and involves the remaining partners giving notice to the withdrawing partner or that partner's representatives. Examples of involuntary withdrawal are: death of partner, incapacity of partner, disability of partner, incompetence of partner, breach of fiduciary duty by partner, criminal conviction of partner, operation of law against partner, and legal judgment against partner.

Your Notice of Withdrawal from Partnership

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Notice of Withdrawal from Partnership Page of
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To: Partners of ______________________________ (the "Remaining Partners")

From: ______________________________

______________________________ (the "Withdrawing Partner") of ______________________________ is a partner in the partnership of ______________________________ (the "Partnership") established on the 20th day of May, 2024 for the purpose of __________ and formed in accordance with a partnership agreement (the "Partnership Agreement").

The Withdrawing Partner desires to voluntarily withdraw from the Partnership. The date of the withdrawal will be the _____ day of _____________, 20____.

With this document, the Withdrawing Partner gives ______________________________________________ notice of withdrawal in writing by registered post to the Remaining Partners at each Remaining Partner's last known address.

The Partnership Agreement is governed by the laws of England and provides that the exclusive jurisdiction for the enforcement of this matter is with the courts of England.

The Remaining Partners have ______________________________________________, or as otherwise provided in the Partnership Agreement, to provide a buyout offer to the Withdrawing Partner. In the event a buyout offer is not provided within that period, then action must be taken to dissolve and liquidate the Partnership.



Last Updated December 27, 2023

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What is a Notice of Withdrawal from Partnership?

Partnerships use a Notice of Withdrawal to formally notify their partners that one of the partners is departing. The notice lets all the partners know which partner is exiting the partnership and the date it takes effect.

There are two types of withdrawals:

Voluntary withdrawal takes place when a partner chooses to leave a partnership. Retirement is a common reason for this type of withdrawal.

Involuntary withdrawal occurs when the partners vote to expel one of the partners. This can only be done where the Partnership Agreement expressly provides that a partner may be expelled. In this case, the remaining partners jointly service notice. Some common reasons for this type of withdrawal can include death, incapacity, incompetence, or a partner’s criminal conviction.

A Notice of Withdrawal from Partnership is also known as a:

  • Partnership Withdrawal
  • Partnership Withdrawal Letter
  • Partnership Withdrawal Agreement
  • Partnership Dissolution Agreement

What happens when a partner withdraws from a partnership?

In most cases where a partner leaves a partnership, the Partnership Agreement will guide what happens next. It will likely outline how much notice is required and whether the partnership dissolves as a result. If there is only one partner remaining, the partnership automatically dissolves.

The Partnership Agreement also notes the partner’s capital contributions, which will indicate their financial stake in the partnership and how much they’re entitled to when they leave.

If the Partnership Agreement doesn't specify what happens when a partner leaves, the remaining partners will be bound by the Partnership Act 1890 to dissolve the partnership whether they want to or not. The Partnership Act contains clauses which provide a default framework which applies to any partnership in the absence of a partnership agreement. Some of these provisions will likely not be suitable for your partnership. This is why it is very important for any partnership to draw up a partnership agreement at the outset.

When a partnership dissolves, its affairs must be wound up, assets liquidated, debts paid, and the surplus divided in accordance with the provisions of the partnership agreement. Ideally, if a partner retires and the remaining partners wish to continue the business, the Partnership Agreement should set out how the interest of the exiting partner will be purchased by the partnership, allowing it to continue in business.

How do I create a Notice of Withdrawal From Partnership?

LawDepot's Notice of Withdrawal from Partnership template allows you to customise a document specifically for your needs and guides you through the process.

1. State who is leaving the partnership

Begin your Notice of Withdrawal from Partnership by stating who is giving notice to the partnership.

Select “partner leaving” in the questionnaire if you’re the withdrawing partner.

If the partnership is seeking to remove one of the partners, select "remaining partners."

A voluntary exit will usually be for retirement or a career change. However, if the exit is involuntary, you will need to select the reason why the partnership is removing the partner from the following list:

  • The partner has died
  • Incapacity of the partner
  • Disability of a partner
  • Incompetence
  • Breach of fiduciary duty
  • Criminal conviction
  • Operation of law
  • Legal judgment

Note that in the case of death or incapacity, the remaining partners serve the notice on the representatives of the deceased or incapacitated partner.

2. Provide your location

Partnerships in the United Kingdom are governed by the Partnership Act 1890. However, the countries within the United Kingdom, particularly Scotland, have differing business laws that can affect partnerships.

Select the country where your partnership is located, and LawDepot will customise it to meet its rules and regulations. In doing this, you should check the governing law clause in your partnership agreement and make sure your choice reflects what is written there.

We have Notice of Withdrawal from Partnership templates for:

  • England
  • Northern Ireland
  • Scotland
  • Wales

3. Include the partnership’s and the withdrawing partner’s details

Provide basic details about the partnership in your withdrawal notice. The details should include the partnership's name, purpose, and date it was established.

Then you’ll need to indicate which partner is withdrawing from the partnership. Be sure to specify the partner's name, address, and whether the partner is an individual or a business entity.

4. Provide details about the withdrawal

You’ll then need to indicate when the partner is withdrawing from the partnership. You can do this by proving an exact date or the amount of notice the partnership is receiving (e.g., two weeks, 90 days, six months, etc.).

Also, state in your withdrawal notice whether a third party has offered to purchase a partner's interest in the partnership.

If the Partnership Agreement requires the partners to buy out the withdrawing partner’s interest, specify when they will make the buyout offer.

5. Describe any additional clauses

Be sure to include any additional clauses that are relevant to the partner's withdrawal in your notice. Review your Partnership Agreement if you're unsure whether any clauses need to be addressed.

6. Specify the signing details

Review your Notice of Withdrawal from Partnership. Once it’s ready, you can sign and date the document.

Withdrawal notices don't typically require witnesses. However, a witness should be an adult capable of understanding the witnessing process and who has no conflicts of interest.

Related Documents:

  • Partnership Agreement: define the partnership’s business activities, each partner’s capital contributions, the way the partners distribute profits and losses, and the rules and methods by which the partnership will be managed
  • Assignment of Partnership Interest: transfer partnership interest to a new party
  • Joint Venture Agreement: establish a business arrangement between two or more parties who are combining resources for the purpose of accomplishing a specific mutual goal or project
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