Expulsion requires express agreement - PA 1890 s. 25
No majority of partners can expel a partner unless the partnership agreement expressly confers that power – PA 1890 s. 25.
No majority of the partners can expel any partner unless a power to do so has been conferred by express agreement between the partners.
Text in force at .
Source: legislation.gov.uk — The National Archives (legislation.gov.uk), reproduced under licence Open Government Licence v3.0.
What it actually says
In a partnership, decisions are often made by majority vote. However, no majority can expel (remove) a partner unless the partnership agreement includes an express clause that allows expulsion. This means the power must be clearly written or orally agreed by all partners, not just assumed.
The provision does not forbid expulsion altogether; it only requires that the power to expel be granted by express agreement. If the agreement is silent, any expulsion attempt by a majority is ineffective.
When it applies
- Two partners run a café; one wants to expel the other for not showing up, but their partnership deed has no expulsion clause. The majority (one) cannot expel.
- Four partners in a law firm; three vote to expel a partner for low billable hours. No express expulsion power exists, so the expulsion is invalid.
- Five partners in a tech startup; four try to expel a partner who refuses further investment. The partnership agreement is silent on expulsion, so the attempt fails.
- A partnership agreement expressly says: 'A partner may be expelled by a vote of two-thirds of the partners.' Under that express clause, a two-thirds vote can lawfully expel a partner.
What this section does not say
- This provision does not allow expulsion even if the partner has committed misconduct, unless an express clause exists.
- It does not permit a majority to expel a partner when the agreement sets a higher threshold (e.g., unanimous consent); the express terms must be followed.
- It does not address dissolving the partnership as a way to remove a partner – dissolution is governed by sections 32 to 35 of the same Act.
- It does not treat a later vote by the majority as an express agreement; the power must have been agreed at the outset by all partners.
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This page reproduces the text of PA 1890 s. 25 in force at the date shown and explains it in general terms. It is not legal advice and takes no account of the circumstances of your case, which can change the answer completely. For a live dispute, for limitation periods, and before taking any step in court, consult a qualified lawyer in England and Wales.