Re: how to dismantle a general partnership
There are two aspects to ending a partnership, the 'dissolution' and the 'winding up.' They are intertwined to some extent, but dissolution refers to handling the relationship(s) among the partners. This should be done in accordance with the partnership agreement, if any; otherwise there is plenty of statutory and case law that defines the respective rights of the partners. See for example California Corporations Code section 16801 et seq.
Winding up has primarily to do with handling the external affairs of the partnership -- i.e., with its customers, suppliers, employees, banks, the taxing authorities, and the like. The partnership agreement should be consulted, of course, as to winding up, but essentially winding up must be done in accordance with general principles of law, such as meeting the claims and liabilities of outsiders before distributing money or property to partners, etc. See Corporations Code section 16807.
There is a form which should be filed with the Secretary of State, Form GP-4, entitled Statement of Dissolution.
You can probably download the form from the Sec. of State Web site, and the codes can be found on line or at most libraries.
If the partnership has significant assets, liabilities or has employees, you should consult an attorney and probably a tax advisor.
