Business partnership changes
If you're employing a new partner, or an old one has left, find out the tax and reporting implications
Whatever type of business partnership you may be in, it is important to understand what you have to do if certain changes to the partnership occur.
For example, when an existing business partner retires or dies, or when a new partner joins, normally the original partnership must be dissolved and a new one formed to carry on the previous business.
This guide explains how various changes can affect a business partnership, including the steps to take when a new business partner joins, when a business partner retires and when a business partner becomes bankrupt. Note that the rules are different for general partnerships compared with limited partnerships and limited liability partnerships.
New business partner joins
What you must report when a new partner joins a business partnerships, responsibility for debts and distribution of profits
A new partner may bring extra money for investment into the business, but bear in mind that the profits may be split among all the partners, including the new partner, in accordance with any partnership agreement.
Partnership debts
The partners in the old partnership remain liable for its debts, but the new partner is not liable for old debts. The partners in the old partnership have the right to use partnership property to pay outstanding debts, and to split what remains between themselves in accordance with the partnership agreement.
Do you need to inform HMRC a partner has joined?
Partners are responsible for paying their own income tax and National Insurance contributions. New partners must . You don't need to tell HM Revenue & Customs (HMRC) a partner is joining unless the partnership is VAT-registered. If you partnership is VAT-registered you must within 30 days. You may face financial penalties if you don't.
It is advisable to tell your solicitor and your accountant of any changes to a partnership, and the partnership's bank should be informed if there are any guarantees provided by the partners.
Reporting changes to limited partnerships
For limited partnerships and limited liability partnerships (LLPs), you need to inform Companies House when a member joins or leaves. For more information, see running a company or partnership and reporting changes to Companies House.
Business partner retires
Responsibility for debts and the distribution of profits when a partner retires from a partnership
Retiring partners are entitled to remove their capital from the business. As a result, the profits may be split among the remaining partners unless they continue to use the retiring partner's partnership property.
Partnership debts
Remaining partners and the retiring partner remain liable for the debts of the old partnership unless the remaining partners agree to take on the debts of the retiring partner. This does not include income tax and National Insurance contributions, as partners are responsible for paying these individually.
The partners in the old partnership have the right to use partnership property to pay outstanding debts, and to split what remains between themselves in accordance with the partnership agreement.
Do I need to inform HMRC a partner has left?
When a partner leaves they still need to submit a Self Assessment tax return for the year they leave. You must record the changes in the and in each partner's Self Assessment return. If your partnership is VAT-registered you must tell HM Revenue & Customs (HMRC) when a partner leaves within 30 days. You may face financial penalties if you don't.
It is advisable to tell your solicitor and your accountant, and the partnership's bank should be informed if there are any guarantees provided by the partners.
Reporting changes to limited partnerships
For limited partnerships and limited liability partnerships (LLPs), you need to inform Companies House when a member joins or leaves. For more information, see running a company or partnership and reporting changes to Companies House.
The retiring partner must give notice in writing of their retirement where the partnership was created by a deed.
Business partner dies
What happens to a partnership when a partner dies, responsibility for debts and the distribution of profits
The deceased partner's executors are entitled to remove their capital from the business. Future profits may be split among the remaining partners unless they continue to use the deceased partner's partnership property.
Partnership debts
The partners in the old partnership have the right to use partnership property to pay outstanding debts, and to split what remains between themselves in accordance with the partnership agreement. This does not include income tax or National Insurance contributions, as partners are responsible for paying these individually.
What happens to the partnership if a partner dies?
If a partner dies the partnership must nominate another partner and as soon as possible. If they don't, HMRC will nominate one and write to the partnership. That partner must then complete any outstanding partnership tax return.
For general partnerships, there is no legal requirement to tell anyone of the change. It is advisable to tell your solicitor and your accountant and the partnership's bank should be informed if there are any guarantees provided by the partners.
Reporting changes to limited partnerships
For limited partnerships and limited liability partnerships, you need to inform Companies House when a member joins or leaves. For more information, see reporting changes to Companies House.
Business partner becomes bankrupt
What happens to a partnership and assets when a partner becomes bankrupt, responsibility for debts and the distribution of profits
If a business partner is subject to a bankruptcy order, they will have to hand over control of their assets to the official receiver.
Partnership profits and assets
This will probably mean that the official receiver - or an insolvency practitioner if one is later appointed - will dispose of the partner's share of partnership property and use the money to pay the fees, costs and expenses of the bankruptcy and then the partner's creditors. See more on bankruptcy.
The partners in the old partnership will be able to split what remains - if anything - between themselves in accordance with the partnership agreement.
Any future profits will be split among the remaining partners.
What happens to the partnership if a partner becomes bankrupt?
If there are only two partners in the partnership the partnership will be automatically dissolved and the remaining partner must re-register for Self Assessment as a sole trader.
If there are more than two partners the partnership will be dissolved unless the partnership has agreed otherwise.
It is advisable to tell your solicitor and your accountant of any changes to a partnership, and the partnership's bank should be informed if there are any guarantees provided by the partners.
Reporting changes to limited partnerships
For limited partnerships and limited liability partnerships, you need to inform Companies House when a member joins or leaves - see running a company or partnership and reporting changes to Companies House.
Partnership is dissolved by a court
Responsibility for debts and the distribution of profits when a partnership is dissolved
In a number of instances, including the permanent mental incapacity of a partner, you can apply to a court to have the partnership ended.
If the partnership is ended because of fraud committed by one partner on the others, the defrauded partners are entitled to keep the defrauder's share of the partnership capital as security against any future debts of the partnership.
If partnership property has increased in value during the period of the partnership the assets may be subject to Capital Gains Tax. See business assets and Capital Gains Tax.
If the partnership is dissolved, this may well give rise to chargeable gains on the individual partners on disposal, or deemed disposal, of partnership assets.