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Source Partnership Dissociation Partnership Dissociation Matched to this deck.

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A partner in a general partnership sells all of her transferable economic interest to an outside investor. The sale is not a security arrangement and is not reversed. The partnership agreement does not address the issue. The other partners want the transferor removed from partner status.
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After a partner transfers substantially all transferable economic interest, the other partners may have a statutory basis to expel or dissociate the transferor from partner status. The outside investor automatically becomes a partner with full management rights because the economic interest was transferred. The transfer has no possible dissociation consequence because partnership interests are freely transferable in full. The partner can avoid all dissociation consequences by calling the transfer an assignment.

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