Legal Question in Credit and Debt Law in Georgia

There is no way to answer you as no one has read your written partnership.

Obviously, any businessman knows he needs that, would have that, and would have used a lawyer both to draft the agreement and to help oversee the closing of the business. Assuming you did those steps, everything was likely done right and you shouldn;t be here asking, as you would simply call him.

If you left any of those simple and inexpensive steps with a lawyer out, it is extremely possible that you did things improperly tax and legal-wise, and now will have to spend a great deal on lawyers to defend acting without the consent of a partner. If this is the case, you need to get together a large litigation fund (retainers will likely be in the five digit range or higher), are likely to get sued and now need an attorney.

It depends on what the documents say, as noted by Attorney Ashman. However, if there is no agreement but she was just a named partner) a partner is liable for the debts of the partnership. If you closed the business, the partnership would pay/resolve its debts and then you would split anything that was left. See OCGA � 14-8-15. Liability of partners

(a) Except as provided in subsection (b) of this Code section, all partners are jointly and severally liable for all debts, obligations, and liabilities of the partnership.

(b) Subject to subsection (c) of this Code section and to any contrary agreement among the partners, a partner in a limited liability partnership is not individually liable or accountable either directly or indirectly by way of indemnification, reimbursement, contribution, assessment, or otherwise for any debts, obligations, or liabilities of or chargeable to the partnership or another partner, whether arising in tort, contract, or otherwise, that are incurred, created, or assumed while such partnership is a limited liability partnership, solely by reason of being such a partner or acting or omitting to act in such capacity or otherwise participating in the conduct of the activities of the limited liability partnership. Notwithstanding the provisions of this subsection, a partner may be personally liable for tax liabilities arising from the operation of the limited liability partnership as provided in Code Section 48-2-52.

(c) Subsection (b) of this Code section shall not affect the liability of a partner in a limited liability partnership or the liability of the limited liability partnership for such partner's own errors, omissions, negligence, malpractice, wrongful acts, incompetence, or misconduct.

(d) A partner in a limited liability partnership is not a proper party to a proceeding if the object of the proceeding is to hold such partner liable either directly or indirectly by way of indemnification, reimbursement, contribution, assessment, or otherwise for liabilities for which such partner is not liable by reason of the provisions of this Code section.

However, I don't know how you and she were to be compensated under any agreement or who was liable for what.

This is not really a debt/collection issue. You need a business law attorney to advise you as to your rights under the Georgia partnership law. What you might want to do is re-post this as a business law question and provide some more details if you have a partnership agreement.

You will also have to review your partnership agreement to figure out what it says. If this partnership was in Georgia, the Georgia statutes are online. and can be reviewed for free at http://www.lexisnexis.com/hottopics/gacode/default.asp. Partnerships are governed by Title 14, Chapter 8 � 1-64. If this is a limited partnership, then you will have to look at the provisions in Chapters 9 and 9A. If this partnership was in another state, then review that state's laws.

In either case, then sit down with a business law attorney in the state where the partnership was located (usually where the partnership had its main office or where it was formed) and pay him or her for an hour of time to review the applicable law and your agreement.

Without looking at these documents, it will not be possible for any attorney to tell you whether or not you will be sued. If there is no agreement, my gut says no, but this could change if other facts are added so that is why you need to check with a business lawyer.