Partnership Dissolution or Buy Out?

[J Avery]

Jurisdiction

Texas

My business partner and I have mutually agreed to "liquidate" our current business as our commercial lease is expiring soon and the business has not proven successful in it's current location and state. However, I would like to retain all rights and interest in the company name, website, and all intellectual property, as I was the author and creator of all the IP (I would like the option of continuing the business solo). The business was established as a manager-managed LLC, and I own 70%. My dilemma: I'm having trouble coming up with a Partnership Dissolution Agreement that calls for one member being able to retain all interest in the company name and IP, but a complete distribution of all tangible assets (there really isn't enough to liquidate/ auction off, so we would just divide up the furnishings and equipment (70/30) when we close up shop). If I do decided to continue the business on my own in the future, I do not want my partner to come back and claim any ownership. On a side note, my partner doesn't know that I'd like to potentially continue the business without her, as I'm afraid that if she knew, she would make our "parting of ways" more difficult as we have both lost money on this venture and there are already some sore feelings.
Can anyone direct me to a sample Partnership Dissolution Agreement that allows for one partner to retain ownership of the name and IP? I'm hesitant to use the language "Buy or Sell" because I don't think I should have to pay her anymore than her 30% off the tangible assets of a closed shop.

 

[adjusterjack]

Can anyone direct me to a sample Partnership Dissolution Agreement that allows for one partner to retain ownership of the name and IP?

Yes, I direct you to the nearest lawyer's office where you can get it written up PROPERLY.

my partner doesn't know that I'd like to potentially continue the business without her, as I'm afraid that if she knew, she would make our "parting of ways" more difficult as we have both lost money on this venture and there are already some sore feelings.

You don't think she'll figure it you when you hand her a paper to sign?

I don't think I should have to pay her anymore than her 30% off the tangible assets of a closed shop.

She's likely to think otherwise, and rightly so, since you intend to keep some of the valuable assets to yourself.

 

[d1amund]

^ Indeed. Free legal forms found on the Internet will be fraught with danger, may not include the correct wording and/or not be applicable to your state. Retain and pay a local attorney to handle this for you. I'm assuming (hoping) you hired one to draw up your operating agreement and formation of the LLC; start there.

 

[adjusterjack]

I'm assuming (hoping) you hired one to draw up your operating agreement and formation of the LLC

My guess would be just the opposite.