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Corporate

How is a general partnership in Ontario dissolved if one partner wants out?

TSL Written by the Treadstone Law team· Updated August 2026

What happens depends heavily on whether the partners have a written partnership agreement addressing this situation. If they do, the agreement typically governs — allowing the remaining partners to buy out the departing partner and continue the business, rather than dissolving the whole partnership. If there's no agreement addressing exits, Ontario's Partnerships Act default rules generally apply, and for a partnership that isn't set up for a fixed term or specific undertaking, any partner can generally dissolve the whole partnership simply by giving notice to the others.

This is one of the more disruptive default rules in partnership law: without a proper agreement, one partner deciding to leave can legally end the entire partnership, not just their own involvement in it, potentially forcing a wind-up of the business even if the remaining partners wanted to continue. Winding up involves settling the partnership's debts and distributing what's left according to the statutory rules or the partners' agreement. Because this default outcome surprises a lot of partners, it's a strong reason to have a written partnership agreement with clear buyout and continuation terms in place before a partner ever wants to leave.

Key takeaways

  • A written partnership agreement should set out what happens when a partner exits
  • Without one, any partner can generally dissolve the entire partnership by giving notice
  • This can force a wind-up even if remaining partners wanted to continue
  • Put buyout and continuation terms in writing before this situation arises
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone corporate lawyer can help.
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