How do I get out of the business that I am a partner in?

Full question:

I am partners with another person in a corporation. I am the President. My partner wants to purchase another truck and expand the business and I do not wish to because we are losing money. I was told that all I had to do was to write a Letter of Resignation and that would make it to where I am no longer liable for any debts that the business may come into. My partner is going to change the loan for the equipment into his name only. Is this correct?

• Category: Corporations
• Date: 04/07/2025
• State: National

Answer:

Business owners often plan in advance for these situations by creating a "buy-sell" agreement, which describes the purchase price, terms, and structure of such a buyout. However, when no such agreement exists, the owners must negotiate the terms of such a buyout.  Most of the discussions during such negotiations concern the value (i.e., purchase price) of the departing owner's interest in the company and the terms of payment of the purchase price.

However, the overall structure of the transaction is also an important consideration. The parties must determine whether the remaining owner or owners will purchase the interest of the departing owner or owners (i.e., a cross purchase) or whether the company will purchase the interest (i.e., a redemption). This determination should be based on a number of factors, including the income tax consequences to the owners, security for deferred payments, capital impairment issues, and fraudulent conveyance issues. I suggest contacting a local attorney who can review all the facts and documents involved.

Whether or not a loan can be assumed by a business partner will depend on whether the loan in in a corporate name and the policies of the lender involved. If the loan is is individuals' names, the lender will need to approve such a transfer of liability and assign procedures for assumption of the loan.