A partner cannot leave a simple partnership just like that

A partner cannot leave a simple partnership just like that

"We're three friends who have decided to sell crêpes and waffles at public events. We haven't yet taken the necessary steps to register our business or sign a contract with each other. There were no problems until last month when I had a disagreement with one of my two 'partners', because our business is really not profitable and we have to pay back various debts. So I decided to leave. Can the friend with whom I disagree object to this?

J, Geneva.

A simple partnership is a contract by which two or more persons agree to combine their efforts or resources to achieve a common goal. By deciding to sell pancakes at public events, you have at the very least created a simple partnership, until such time as a commercial partnership has been established before a notary. In effect, you and your two friends have pooled your various skills to achieve a common goal: selling crêpes.

You must therefore comply with the provisions governing this type of company and the regulations governing the sale of foodstuffs in a public place; however, we will not examine the latter here.

In terms of the decisions to be taken, the law distinguishes between decisions relating to day-to-day management and those relating to issues that go beyond day-to-day management. The first category covers issues relating to the day-to-day running of the company, while the second includes decisions that result in amendments to the partnership agreement, decisions on the principle of profit distribution, the appointment of a managing partner or the organisation of management, or even the departure of a partner: these are known as "corporate decisions". For the first category of decisions, the agreement of all the partners is not necessarily required, unlike for corporate decisions. What is required is unanimous agreement on the principle and method of payment for your departure.

However, if one of your friends persists in opposing your departure, for example so as not to lose your joint liability for the debts you say you have incurred, you have the option of dissolving the company, if it has been created for an indefinite period. To do this, you must give six months' notice. In addition, the notice must be given in good faith and not at an inopportune time. The law specifies in this respect that if the accounts are closed at the end of the year, dissolution of the company can only be requested for the end of a financial year.

If you are unable to reach an agreement, you will have to take your case to the Court of First Instance.