1. Dear Steven, at the outset, you need to realise that you cannot force someone to work or to continue in partnership with you. If this friend wishes to dissolve the partnership and seek to work elsewhere, you cannot in law, force him to continue working in partnership with you. Accordingly, at this stage, you need to consider what form of business you wish to have yourself after the partnership has been dissolved, or else, you buy him out of the partnership and reach some agreement as to no longer use his name.
2. However, you will need to consider what form or structure you wish to trade under. Do you wish to be a sole trader or do you wish to incorporate a limited company and trade as a corporate venture? However, some plan must be set out for you to move forward. However, you cannot force someone to be your partner in a partnership, so for that reason you need to realise that the previous arrangement with your friend has come to an end.
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4. When a limited partnership gets wound up, there are rules laid down as to how the assets of the partnership and the capital invested has to be divided up. So, you will get any capital invested back. Then it will be equal division. However, there is no computation of what effort was put into the venture. Ultimately, if there is to be some agreement as to buying out, you will have to negotiate with him. Otherwise, the statutory scheme for winding up applies, which is basically that you get your capital back and then it is equal division of the remainder.