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Partners Without Partners: The Legal Status of Single Person Partnerships

25 Pages Posted: 18 Aug 2011 Last revised: 14 Nov 2016

Robert W. Hillman

University of California, Davis - School of Law

Donald J. Weidner

Florida State University College of Law

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Date Written: August 17, 2011

Abstract

Is it possible to have a partnership consisting of one person, a partner without a partner? The question will arise when all but one of the members leaves a partnership. The Revised Uniform Partnership Act (RUPA) attempts to give greater stability to partnerships by narrowing the circumstances under which dissolutions occur, but it also fails to address the fundamental and important question of whether a partnership may be continued by a sole surviving partner.

In this article, we explore the issues raised by a single person partnership. In particular, we address the central issue of whether the departure of the penultimate partner from a term partnership triggers a winding up of the business or whether the statutory buyout is called into play. We have structured much of the discussion as a dialog between the authors. This allows us both to focus on the precise issues under RUPA presented by a single person partnership and to probe the competing arguments on whether such a partnership may exist. Although we have differing views on whether a single person partnership is possible under RUPA, we conclude on common ground that the buyout is appropriate. We also unite in a call for statutory clarification.

Suggested Citation

Hillman, Robert W. and Weidner, Donald J., Partners Without Partners: The Legal Status of Single Person Partnerships (August 17, 2011). Fordham Journal of Corporate & Financial Law, Vol. 17, p. 451 (2012); FSU College of Law, Public Law Research Paper No. 527. Available at SSRN: https://ssrn.com/abstract=1911501

Robert William Hillman

University of California, Davis - School of Law ( email )

Martin Luther King, Jr. Hall
Davis, CA CA 95616-5201
United States
530-752-8020 (Phone)

Donald J. Weidner (Contact Author)

Florida State University College of Law ( email )

425 W. Jefferson Street
Tallahassee, FL 32306
United States
850-644-4834 (Phone)
850-644-7527 (Fax)

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