Your p'ship agreement will trump any general laws. Assuming your p'ship is non-written or doesn't address terminating the p'ship, the general law is......
1) tell all partners in writing that current p'ship is terminated. This ends parnter agency relationship and partner liability.
2) notify all businesses/persons with whom p'ship did business that p'ship is terminated and that none of the 3 partners have authority to speak on behalf of the p'ship anymore. This ends any apparent agency of partners.
3) managing partner has to 'wind up' the p'ship affairs. This includes finishing or terminating p'ship's current contracts/accounts, collecting p'ship accounts receivable, paying p'ship debts, repaying parnter loans, and distributing any profits left over. Check with a local attorney (or the business organizations prof at the law school) for a complete list.
4) Form a new p'ship between the 2 remaining partners. There may be some fiduciary duty issues regarding whether the new p'ship can try to land the old p'ship's accounts.
It's probably best to consult with an attorney about how to do this properly.
Good luck,
Tracey
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This is not legal advice and you are not my client. Double check everything with your own attorney and your state's laws.
