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Q: Partnership becomes sole proprietorship- legal and tax implications ( No Answer,   2 Comments )
Question  
Subject: Partnership becomes sole proprietorship- legal and tax implications
Category: Relationships and Society > Law
Asked by: googleda-ga
List Price: $5.00
Posted: 07 Mar 2004 23:59 PST
Expires: 25 Mar 2004 12:06 PST
Question ID: 314463
I haven't been able to find an answer to this question in any small-
business books.

What happens to the legal entity of a (New York State) business
partnership when the partnership breaks up and one person buys the
other person out?  Does it 'automatically' become a sole
proprietorship?  What does the remaining partner need to do, legally
and for tax purposes, to continue working under the same business
name?  Please include references in your answer. Thanks.
Answer  
There is no answer at this time.

Comments  
Subject: Re: Partnership becomes sole proprietorship- legal and tax implications
From: ipfan-ga on 08 Mar 2004 10:11 PST
 
I do not know if New York has the, or a variant of the, Uniform
Partnership Act on its books, but if it does, that uniform act defines
a partnership as a business venture for profit of "two or more
persons."  By definition, then, it cannot be a "partnership" with only
one person and the uniform act states that in such a case the
partnership is "dissolved" and must be "wound down."  So no, it does
not automatically become a sole proprietorship.  Once the partnership
is dissolved and wound down, however, you may continue to use the name
as a sole proprietor as long as you do not continue to hold that sole
proprietorship out as a partnership.

A note of caution--a dissociated partner may still ,under certain
circumstances, bind the partnership even after he or she is bought
out, so you should check with a New York lawyer about filing a
statement of dissociation and a statement of partnership dissolution.
Subject: Re: Partnership becomes sole proprietorship- legal and tax implications
From: googleda-ga on 25 Mar 2004 12:05 PST
 
Thanks for the comment.

I spoke with an accountant, who said that I don't need to re-file for
a DBA or other new york state paperwork, I can keep doing business (as
you said), and I will of course need to file a schedual C.

Just wanted to note that in case other people search and find my question...

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