Can My Business Partner Push Me Out?

Updated: September 16, 2026

From violations of pre-established agreements to fundamental differences over the vision for a company's future, partnership disputes can arise for many different reasons. Even partners who begin their ventures on the best of terms can encounter problems that threaten their business and the partnership itself.

When they do, whether one partner can push another out depends on the circumstances, including the structure of the business, the agreements in place, and whether the dispute stems from a violation of the law or the agreement.

Does your business partner want you out? Call (713) 783-3110 or contact us online to discuss your rights as an owner in the business.

How Can I Prevent My Partner From Forcing Me Out?

The best time to protect yourself is before a dispute arises. A clear, enforceable partnership agreement that outlines procedures for resolving disputes helps protect the continuity of the business and the rights of every partner.

When properly drafted, partnership and operating agreements set clear rules on issues such as:

• The duties and powers of each partner
• How profits and losses are divided
• Who owns trade secrets and intellectual property
• Procedures for resolving disputes between partners
• Terms for transferring ownership, replacing a partner or member, and distributing assets if the business winds down
• How the business will be valued

Call (713) 783-3110 or contact us online to draft a partnership or operating agreement that sets the rules before a dispute does.

First, Look at Company Documents

Whether your business is a general partnership, limited partnership, limited liability company (LLC), or another entity, you may have a partnership agreement or operating agreement in place, often drafted when the business was formed. Agreements often spell out the process for resolving disputes among owners.

These agreements may include a buyout provision, which sets the terms for one owner to sell their ownership interest. Common events that trigger a buyout provision include:

• Death or incapacity of an owner
• Loss of a professional license
• Termination or retirement
• Management deadlock
• Divorce or personal bankruptcy

Some buyout provisions also include a push-pull mechanism that either owner can trigger voluntarily.

Is There a Buyout Agreement in Place?

If your partnership or operating agreement includes a buyout provision, also known as a buy-sell agreement, that provision shapes your partner's ability to force you out.

Start by reviewing which events trigger a buyout. If a trigger event has occurred, you must follow the terms of the provision. If you refuse, your partner can ask a court to enforce the agreement. In Crain v. Northern (2026), the Texas Business Court ordered a 50% LLC member to sell his interest after he failed to respond to a buyout offer under the company's buy-sell provision.

How Push-Pull Agreements Work

Some buyout agreements are structured as a push-pull agreement, also called a shotgun clause. A push-pull agreement is triggered when one partner offers terms for a buyout.

Once Partner A makes an offer, Partner B can either:

• Push: Accept the offer and sell their ownership interest at the price and on the terms Partner A set
• Pull: Buy Partner A's interest at the same price and on the same terms

Consider this example: Partner A offers to buy Partner B's 50% interest for $500,000. Partner B has two options:

1. Accept the offer and sell their interest for $500,000
2. Buy Partner A's interest for $500,000 instead

Because the offering partner must be willing to either buy or sell at the price they name, the mechanism is designed to encourage a fair offer. It also gives 50/50 partners a way to break a deadlock without a lengthy dispute.

As with any buyout provision in a signed agreement, once the push-pull mechanism is triggered, a court can compel the other partner to comply.

Read our Buy-Sell Agreement Case Study about a partnership dispute that ended in a buyout triggered by a push-pull provision.

Forcing Out a Partner When No Partnership or Operating Agreement Exists

In a Partnership

Where no partnership agreement exists, Texas partnership law fills the gaps. Under those default rules, a partner can leave or be forced out of a partnership in several ways, including:

• Giving notice of withdrawal
• A vote of a majority-in-interest of the other partners (partners who together own more than half of the interest in the partnership's profits) in limited situations, such as when continuing the business with that partner would be unlawful
• A court order expelling a partner whose wrongful conduct materially harms the business, who willfully or persistently breaches the agreement or a duty to the partnership, or whose conduct makes it no longer reasonably practicable to continue the business with that partner
• Bankruptcy, death, or incapacity

A partnership agreement cannot take away a court's power to expel a partner on these grounds.

If the business continues after a partner leaves, the departing partner is generally entitled to be paid for their interest. If the partnership winds up instead, the departing partner receives a share of what remains after the partnership pays its debts.

In an LLC

Texas law does not allow an LLC member to withdraw or be expelled from the company unless the operating agreement says otherwise. If there is no operating agreement, or the agreement does not address expulsion, the other members have three main options:

1. Negotiate a buyout
2. Sue for damages caused by the member's misconduct
3. Ask a court to dissolve the LLC or appoint a receiver, which courts allow only in limited circumstances, such as a deadlock that is harming the business

Only a negotiated buyout removes an individual member, and it requires that member's agreement. A damages lawsuit does not change ownership, dissolution ends the company for everyone, and a receiver takes temporary control of the business.

Facing a deadlock or misconduct in your LLC? Learn how we help Texas owners resolve LLC member disputes through negotiation or litigation.

Not Sure If Your Business Is a Partnership or LLC?

An LLC is formed in Texas by filing a certificate of formation with the Secretary of State. Owners in an LLC are called members or managers.

A partnership can form even if no one intended to create one. Under Texas law, two or more people carrying on a for-profit business as co-owners create a partnership.

Texas law looks at several factors, including whether the people involved:

• Receive or have a right to receive a share of the profits
• Have expressed an intent to be partners
• Participate or have a right to participate in control of the business
• Share or agree to share losses or liability for claims against the business
• Contribute or agree to contribute money or property

Receiving a share of profits as payment of a debt, rent, or wages does not, by itself, make someone a partner. Neither does co-owning property.

Partnerships can also file with the Texas Secretary of State to form a limited partnership or register as an LLP or LLLP. Learn more about forming partnerships in Texas.

Can You Voluntarily Dissolve the Business in Texas?

General partnerships, limited partnerships, and LLCs follow different default rules for dissolving, or winding up, the business.

In a general partnership or LLP with no fixed term, partners have a well-established right to dissolve the partnership at any time by giving notice of an express will to withdraw or wind up the partnership. The circumstances around the dissolution may breach the partnership contract, which could lead to a lawsuit and potential damages, but the partnership can be dissolved, nonetheless.

In a limited partnership, including an LLLP, a voluntary decision to wind up requires the written consent of all partners unless the agreement says otherwise. A limited partnership must also wind up when it has no limited partners left, or when a general partner withdraws, unless the agreement provides otherwise.

LLCs follow a separate set of rules. Unless the operating agreement says otherwise, a voluntary decision to wind up an LLC requires the approval of a majority of all members (or a majority of all managers if the LLC has no members).

Your agreement can change many of these defaults, so review it first.

When Can a Texas Court Force a Partnership or LLC to Dissolve?

Under state law, a district court can order the winding up and termination of a partnership or LLC when an owner asks and the court finds one of three grounds:

• The economic purpose of the business is likely to be unreasonably frustrated. A Texas court found this standard met in Dunnagan v. Watson (2006), where a joint venture formed to run airport restaurants lost its lease spaces.
• Another owner's conduct makes it not reasonably practicable to continue the business with that owner. Personal conflict or a strained working relationship alone is generally not enough.
• It is not reasonably practicable to operate the business under its governing documents. In a true 50/50 deadlock, this is often the most directly applicable ground.

Texas courts treat dissolution as an extraordinary remedy and are reluctant to shut down a profitable business over a difficult relationship. In Holdridge v. Wallace Ryne, O.D., P.C. (2024), a Texas appeals court reversed a dissolution order because evidence of interpersonal conflict and a toxic workplace, without proof the business could not fulfill its purpose, was not enough.

Key Takeaways

• If your business has a partnership, shareholder, or operating agreement, it likely sets rules for how the business can remove and replace owners.
• If a buyout provision is triggered, a court can require you to follow it.
• Following the law and your agreement does not guarantee you can stay. Depending on the agreement and business type, the other partners may be able to vote to expel you or wind up the business.
• If no written agreement exists, Texas law supplies default rules, and those rules differ for general partnerships, limited partnerships, and LLCs.
• Courts can dissolve a business only on specific grounds, and personal conflict alone is generally not enough.
• A departing partner generally has the right to be paid for their interest or receive a share of winding-up proceeds, and to inspect the partnership's records for the period they were a partner.

Ready to Defend Your Partnership or Membership Interests?

At Hendershot Cowart P.C., we can help you negotiate with your partner to try to keep your position in the business. If the partnership is no longer viable, we can work toward favorable separation terms and avoid costly litigation where possible.

If negotiations fail, we can pursue litigation to protect your rights. Depending on the facts, that may include claims for breach of fiduciary duty or breach of the partnership agreement, a request for an accounting (a formal review of the partnership's profits, losses, assets, and transactions), or, where the law allows, expulsion or dissolution.

Call (713) 783-3110 or contact us online to speak with an attorney about your situation.