Resignation from a general partnership (recommended format)

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What's a resignation from a general partnership (recommended format) and when do you need it?

This is a standard resignation letter for a partner in a general partnership to exit that business. If you are looking for a resignation letter template for a limited liability partnership (an LLP), you’ll need our separate template for that purpose.

The letter is drafted as a deed, which means that the resigning member will need to have it witnessed.

Why is it done by deed? Deeds are contracts, but they have more exacting signature provisions, incorporating witnesses of signatures, which means they tend to be used in certain circumstances where a straightforward contract would be considered insufficient. The point of including the witnesses is to make clear, unequivocally, that both the signing parties fully understood what they were signing and that they intended to agree to the terms set out in the deed. Powers of attorney, transfers of property and other valuable items will usually be done by way of a deed.

Setting up a partnership, joining or leaving one is also a situation where a deed is considered appropriate, to evidence that the persons identified as partners fully intended to commit to the obligations and responsibilities of partners in this business – some of which may well endure after the partner leaves.

The partnership deed, which forms the contract between the partner and the partnership, may well include a notice period for resigning partners. You’ll need to check what this sets out. Our template letter includes the drafting options and guidance notes to ensure you’re including the relevant detail.

What else might you need?

LLPs and general partnerships are very different business models and different legal rules apply to each of them. (Our guides to how to set up an LLP and how to set up as a general partnership explain a lot more about this.)

You’ll need to check the overall partnership agreement and potentially also the partner’s deed of adherence to that partnership agreement, to see what notice period and other terms will apply to the resignation event.

A deed of adherence might be relevant here if the resigning partner is not one of the original partners to the partnership. (While the partnership agreement governs the original set up and the original partners forming the partnership, the deed of adherence will bind, on the same terms, any new partners who join after the partnership was formed.)

For example, the partner might be under restrictive covenants, affecting what they may immediately be able to do next, and there will be provisions affecting pay and capital contributions (if the partner has made any – which is commonly the case). There may also be tax and other financial liabilities bound up in the resignation event, for which the outgoing partner will want release and the partnership will want to review carefully, depending on the circumstances of the resignation.

If you have any questions at any stage, just select our speak to a lawyer feature, and we’ll match you with one of our experts who can consider your particular intentions and make drafting or other recommendations.

While we can connect you with some very fine advisers in the UK, and we collaborate with them to provide you with great materials, Farillio itself is not a law firm. We do not directly provide legal advice ourselves. All resources are available for you to use (according to our terms and conditions), but those resources are not legal advice to you and neither are they a substitute for you taking legal advice from a lawyer.


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