How to Sell a Limited Partnership

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By law, the sale of a partnership requires unanimous consent.
By law, the sale of a partnership requires unanimous consent. (Image: Andrea Chu/Digital Vision/Getty Images)

A limited partnership is a group of individuals, companies or a mixture of both that do business together and share profits and losses. A limited partnership is created by filing with state authorities; the partnership must include at least one general partner with unlimited personal liability, and one limited partner with limited liability. There are two ways to sell an entire limited partnership: Sell off the partner interests individually, or dissolve the partnership and sell its assets. The second method is usually more advantageous because of the regulatory restrictions on selling limited partnership interests to nonpartners.

Obtain the unanimous consent of the partners to dissolve the partnership and dispose of its property. Draft a resolution spelling out details of the proposed transaction and have every partner sign it.

Notify suppliers, creditors, customers and other interested parties that the partnership is dissolving.

Pay all partnership creditors in full, including state and federal tax authorities. If the partnership doesn't have enough cash to reduce its debts to zero, liquidate assets to raise the money, starting with the least essential assets, so that you can preserve the value of the business as a going concern.

Locate buyers for partnership property. You can probably obtain a better price if your sell your business as a whole rather than selling property piecemeal to various buyers. Current partners are likely candidates for buyers.

Execute a purchase agreement or agreements with the buyer(s) listing all property sold, the price, and the date and method of payment. The sale should be made in the name of the partnership itself, not in the names of individual partners.

Distribute proceeds of the sale of assets to the partners. Without a written partnership agreement, state law default rules govern distribution. State default rules usually require distribution in equal shares to all partners. If there's a written partnership agreement, that governs distribution, except in states with mandatory provisions limiting the flexibility of limited partnerships to distribute assets to partners. As long as the partnership hasn't filed its dissolution statement, it's not too late to execute a written partnership agreement.

File a dissolution statement with the secretary of state of the state that created the partnership. This form varies from state to state. You may also be required to obtain a tax certificate verifying that the partnership is current on its tax obligations.

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