If the business is profitable and one or more partners wants to exit, then what? 

Logically, the partners that want to continue on will have to purchase the exiting partners interest either for cash or financing agreement. 

In determining what the fair dissolution price should be, there are three major considerations, the value of goodwill, the value of tangible assets. and the value of a projected future stream of income.  

Most accountants and business valuation analysts will argue that the business, as a going operation, is not worth anymore than the value of the stream of income it will produce.  

The stream of income approach is not always an accurate indicator of value.  

I am reminded of a case I studied in Financial Analysis in College in which the company was a very profitable railroad that owned hundreds of miles of waterfront property along the East Coast of Florida.  In that case the income from operations paled in comparison to the money that could have been realized from the liquidation of the property.  

Most businesses have taken maximum allowable depreciation of their assets so the value of equipment and vehicles is shown on the books at much less than what the current market value would be if the assets were sold.  The only way to fairly value the tangible assets is with an appraisal.  

There are two approaches  to appraise tangible assets for partnership dissolution purposes.  – Fair Market Value and Liquidation Value.  

I usually recommend the liquidation approach because it considers what would happen if the assets were sold at auction.  

In conclusion, the value of tangible assets should be seriously considered when making decisions about dissolution.