Operating Partner

[Nashville]

Two women are 50% partners. Partnership has not fared well, but struggles along in a retail business.

One of the women wants out, but bank will not release her from liability on the loan. Without this release of liability, it is going to be difficult for the partnership to dissolve properly. There is also little chance that the loan will be paid off anytime soon.

Is it possible for the exiting partner keep her 50% ownership, but be relegated to the role of a "silent partner?" (Please don't tell me they shouldn't do this -- I'm well aware of the peril).
If this happens, does the partnership dissolve because 50% of the ownership has been tampered with?

[ChEAr$]

Seems simple enough

Two women are 50% partners. Partnership has not fared well, but struggles along in a retail business.

One of the women wants out, but bank will not release her from liability on the loan. Without this release of liability, it is going to be difficult for the partnership to dissolve properly. There is also little chance that the loan will be paid off anytime soon.

Is it possible for the exiting partner keep her 50% ownership, but be relegated to the role of a "silent partner?" (Please don't tell me they shouldn't do this -- I'm well aware of the peril).
If this happens, does the partnership dissolve because 50% of the ownership has been tampered with?

The partnership may still dissolve legally, even though the withdrawing partner's name is
still on the loan. However, best that the partnership consult a legal beagle in order that
the surviving partner, afterwards proprietor I suppose, will sign some sort of agreement
absolving other girl, guaranteeing full payment, I don't know; whatever lawyer advises.

[Nashville]

Poor Job

Thanks Mr. ChEAr$, but I did a very poor job in posing the question.

Assume that the parties elect to keep the partnership because of the difficulty in getting the liability absolved, but instead of leaving the partnership, one of the partners becomes a limited partner (with no guaranteed payments) instead of a general partner.

Question is: "May the partnership survive and continue as a partnership entity?"

Note this is a "May I" instead of a "Can I" question.

Thanks

[ChEAr$]

Well of course

Thanks Mr. ChEAr$, but I did a very poor job in posing the question.

Assume that the parties elect to keep the partnership because of the difficulty in getting the liability absolved, but instead of leaving the partnership, one of the partners becomes a limited partner (with no guaranteed payments) instead of a general partner.

Question is: "May the partnership survive and continue as a partnership entity?"

Note this is a "May I" instead of a "Can I" question.

Thanks

In fact to preserve the idea that the one "surviving" partner is now doing all the work,
why not let that one buy out 49% of the soon to be silent partner? I'm sure the
latter would like this idea.