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The short answer is you cannot just unilaterally remove your co-member. You either have to come to terms on a membership transfer agreement where the co-member agrees to transfer his/her interest to you. Or you as co-member can seek to disassociate the other co-member with an application to the Court.
How to Dissolve a California Business PartnershipReview the Partnership Agreement.Vote or Take Action to Dissolve.Pay Remaining Debts & Distribute Remaining Assets.File a Dissolution Form with the State.Notify Concerned Parties.Resolve Remaining Tax Issues.Complete Any Out-of-State Regulations.
CA Codes (corp:15501-15534) 15501. A limited partnership is a partnership formed by two or more persons under the provisions of Section 15502, having as members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by the obligations of the partnership.
There is no filing fee. Under California law, other people generally are considered to have notice of the partnership's dissolution ninety (90) days after filing the Statement of Dissolution.
To close their business account, partnerships need to send the IRS a letter that includes the complete legal name of their business, the EIN, the business address and the reason they wish to close their account.
Removal may be as simple as the member submitting a letter of resignation, depending on the relevant provisions. However, if the member is not willing to voluntarily resign, the provisions might provide, for example, a voting procedure allowing the other members to vote for the removal of the recalcitrant member.
When it comes to kicking out a business partner, you have three options: Follow the procedure set out in your operating agreement, negotiate a different deal altogether, or go to court. If you have an operating agreement, it doesn't matter whether your partner wants to be bought out or not.
You'll have to file a dissolution of partnership form in the state your company is based in to end the partnership and make it public formally. Doing this makes it evident that you are no longer in the partnership or held liable for its debts. Overall, this is a solid protective measure.
Partnership Filing Requirements When you file, you must: Report capital gains and losses on Schedule D (Form 1065). Check the final return box (it's near the top of the front page of the return, below the name and address). Check the same box on Schedule K-1, Partner's Share of Income, Deductions, Credits, Etc.