O.K. before you read this take a good stiff drink. Because you're about to get your butt chewed.
Let me guess, you have a partnership agreement and you've read it and had an opinion from an attorney in your area right?
You've had this partnership agreement registered with the Secretary of State's office right?
And, of course, you have a partnership attorney with whom you've consulted?
The answer to all of the above is no correct?
Then the first thing you do is read your partnership agreement. THAT is the document that will give you the answers because, without it, no one here can tell you anything.
