# Leaving a partnership when the partner doesn't want you to leave



## geewilickers (May 21, 2009)

I couldn't find the proper subforum so I thought I'd just post it here.

I cofounded a corporation and due to some trust issues, I've been trying to split ways.

However, we haven't dissolved the corporation and I'm wondering what I can do. I don't want to be liable for anything my partner does with the corporation, and that's why I'd like to remove myself from being a director.

The problem is, my partner doesn't want to quit, and he doesn't want me to leave and therefore won't sign a mutual release form.

Here are some notes:
1) We never signed a partnership agreement.
2) He is the incorporator, the one who initially filed the articles of incorporation.
3) We have some liabilities (an office with a signed term, phone plans, etc..)
4) We haven't issued shares yet.

So my question is, in a 50/50 corp. How does one remove himself from being a director if the other owner isn't cooperating?

Thanks for your help.


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## OhGreatGuru (May 24, 2009)

You probably need a lawyer. But offhand it sounds to me like you've been deluding yourself into believing you have a partnership, when you have no partnership agreement.


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## Dana (Nov 17, 2009)

You should notify in writing whichever regulatory body or government agency with which you filed the Articles of Incorporation:

*The particulars of your relationship (i.e no formal partnership agreement)
*The fact that you are severing your directorship role with the corporation

Copy your "partner" on all communication and seek the counsel of a lawyer.

Potential downside: since shares have not been issued (you are not a shareowner) you may be forgoing any distributions payable to you by severing your relationship. But at the same time, since you are a director of the corp and able to contractually obligate the corporation, you may still be responsible (as director) for debts resulting from your directorship. 

This is so complex. It really depends on what is in your articles of incorporation and the jurisdiction in which you filed. 

You should really check with a lawyer


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## furgy (Apr 20, 2009)

In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting.

Directors may also leave office by resignation or death. 

No partnership agreement , just resign.


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## MoneyGal (Apr 24, 2009)

Be careful. If you are incorporated, by definition you are not in a partnership. 

The provincial laws (or federal, if you are federally-incorporated) will set out the ways in which your corporation can be dissolved. If you are in Ontario, here's the relevant link for the voluntary dissolution of a corporation:

http://www.ontario.ca/en/business/STEL02_163192

You absolutely need legal advice, IMO.


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## canehdianman (Apr 7, 2009)

+1 on the "You need to talk to a lawyer".

You mention that you incorporated a company, but also state that you are in a partnership. It is likely one of the other.

Talk to a lawyer.


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