Q&As

A partner has given notice of a general dissolution of the partnership to the other partner, in which it states a figure to be paid out to the partner upon dissolution. Is the figure stated in the notice binding? There is no partnership agreement.

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Published by a ½Û×ÓÊÓƵ Corporate expert
Published on: 05 June 2023
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This Q&A assumes that the partnership in question is solvent.

The partnership agreement is the usual starting place for establishing how assets and losses are to be distributed and surplus is to be shared between the partners at the end of a partnership. In this case, there is no written partnership agreement, so the Partnership Act 1890 (PA 1890) and common law will apply.

A partnership may be dissolved by notice (for details, see Practice Note: Ending a general partnership—dissolution otherwise than by the court). On dissolution of the partnership following service of notice, any surplus assets remaining after payment of debts, liabilities, advances and capital shall be divided among the partners in the same proportion

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