Removing a partner is one of two things: a contract mechanism the partners wrote into their agreement, used in days once the grounds it names are met, or, with no such clause, a short and specific list of statutory grounds for a vote, and a court case for everything else. There is no third option where the majority simply decides someone is no longer wanted and acts on it. An expulsion clause is what makes that third option legal; without one, the other partners' power to act is narrower than most assume, and that gap is where a lot of partnerships get into real trouble trying to force someone out.

With an expulsion clause in the agreement

Removing a partner under an expulsion clause

  1. Check the clause's grounds and vote threshold

    Confirm the conduct actually fits what the agreement lists (breach, fraud, a felony, and so on), and who has to vote and by what margin.

  2. Give written notice and, if the clause requires it, a chance to cure

    Many expulsion clauses require notice of the specific breach and a period to fix it before a vote can happen; skipping this step is the most common way an otherwise valid expulsion gets challenged.

  3. Take the vote and document it

    Record the vote, the date, and the grounds relied on in the partnership's minutes or written consents.

  4. Deliver written notice of expulsion

    State the effective date; this is the date of dissociation that starts the buyout clock.

  5. Trigger the buyout

    Most expulsion clauses point to the same valuation and payment terms as a voluntary exit; see how to buy out a business partner for structuring the purchase itself.

  6. File a statement of dissociation, where the state allows one

    This limits the expelled partner's apparent authority to bind the business going forward, though only once the filing has had time to put third parties on notice.

Without a clause: the narrow statutory list

Absent an expulsion clause, the other partners cannot simply out-vote a partner they are unhappy with. Section 601(4) of the Uniform Partnership Act (1997) lets the other partners expel one by unanimous vote only for a short, specific list: it has become unlawful to carry on the business with that partner, that partner has transferred away substantially all of their interest in the business (other than as security), a court has charged their interest and the charge has not been foreclosed, or a handful of events specific to a corporate partner (dissolution, revoked charter). "Underperforming," "difficult to work with," and "we would rather not" are not on the list.

What is available for those situations is a judicial expulsion under section 601(5): any partner can ask a court to expel another for wrongful conduct that materially harms the business, a willful or persistent material breach of the agreement or of the duties in section 404, or conduct that makes it not reasonably practicable to carry on the business with that partner. That is a lawsuit, not a vote, and it takes the time a lawsuit takes.

An LLC's default rule runs on the same structure. The harmonized limited liability company act (enacted, for example, as Idaho Code section 30-25-602) lets the other members expel one by unanimous vote for a similarly short list of events, and lets a member or the LLC ask a court to expel one for wrongful conduct, material breach, or conduct making it impracticable to continue. State LLC acts vary, and the reference table of judicial dissolution grounds by state has where several of the largest states land on the court's power to order a buyout instead of dissolving the whole company.

Removing a partner or member, by entity and by whether a clause exists

GP, no clause GP, with a clause LLC, no clause LLC, with a clause
Who can remove them No one, by vote alone, outside the narrow list in section 601(4) The other partners, by whatever vote the agreement sets No one, by vote alone, outside a similarly narrow statutory list The other members, by whatever vote the operating agreement sets
Grounds without going to court Illegality, a transfer of substantially all their interest, an unreleased charging order, or specific corporate-partner events Whatever the agreement states, commonly a material breach, fraud or a felony A similarly narrow list under the state's LLC act Whatever the operating agreement states
Removal just for being unwanted or underperforming Not available outside court Available, if the agreement's grounds reach it Not available outside court Available, if the agreement's grounds reach it
Court route when a vote is not available Judicial expulsion under section 601(5) Still available alongside the contractual vote A judicial expulsion or dissolution action under the state's LLC act Still available alongside the contractual vote

What you cannot do instead

What a removed partner is owed

Expulsion, like any other dissociation that does not end the partnership, triggers a mandatory buyout under section 701. The price is the amount the removed partner would have received had the business been sold, as of the date of dissociation, at the greater of its liquidation value or its going-concern value as a sale of the whole business without that partner, plus interest until paid. If the partnership and the former partner cannot agree on a figure within 120 days of a written demand for payment, the partnership must pay, in cash, its own good-faith estimate of that price, along with a statement of assets and liabilities and an explanation of the calculation (section 701(e), (g)). The partnership must also indemnify the departed partner against the business's debts, before or after the departure, except for ones the departed partner caused after leaving (section 701(d)).

A removed partner does not forfeit this by being removed for cause. Section 701(c) lets the partnership offset damages for a wrongful dissociation against the buyout price, but expulsion under section 601(4) or (5) is not itself wrongful dissociation; the price is still owed, on the same terms, whatever the reason for the removal.

Expulsion for cause 
A Partner may be expelled from the Partnership by the unanimous written vote of the other Partners if that Partner: (a) has committed a material and uncured breach of this Agreement after [NUMBER] days' written notice and an opportunity to cure; (b) has engaged in conduct involving fraud, dishonesty, or a breach of the duty of loyalty, materially harming the Partnership; (c) has been convicted of a felony involving the Partnership's business or property; or (d) has been subject to a court order charging that Partner's interest in the Partnership for a personal debt, which has not been released within [NUMBER] days. An expelled Partner is dissociated as of the date of written notice of expulsion and is entitled to be bought out under this Agreement's buyout provisions.

Without a clause like this, the only expulsion available by vote, outside of court, is the narrow list in the partnership act (illegality, a transfer of substantially all of a partner's interest, an unreleased charging order, or certain corporate-partner events). Writing these grounds in is what gives the other partners a vote at all, rather than a lawsuit as the only option.