Legal Question in Business Law in California

Re: partnership dissolution

Unless there is a written agreement that outlines something different any partner can notify the others that he is dissolving and then the business must be wound down, liquidated and the net proceeds divided up between partners.

Re: partnership dissolution

An action for Dissolution of Partnership and for an Accounting should be filed in Superior Court. This will assure you that you recieve all of the assets remaining in the partnership that you deserve. Please call me directly at (619) 222-3504.

Re: partnership dissolution

Dissolving a partnership is too complex to give you a cookbook recipe on LawGuru. If it is a California general aprtnership, you should start by reviewing the provisions of Corporations Code sections 16801-16807. Then, review the partnership agreement (if there is one) to see if there are any special provisions.

There is a Secretary of State form, GP-4, which can be filed as a notice that a dissolution has occurred. However, ordinarily much more must be done, including paying creditors, filing final tax returns, and distributing remaining assets.

The whole process can be divided logically into two steps--first, the dissolution itself, then the winding up of the affairs of the now-dissolved partnership.

The appropriate way to handle these steps will depend upon the amount of assets and liabilities involved, the number of partners, whether the circumstances of dissolution are friendly or adversarial, and the degree of formality with which the partnership was set up and run.

You may need the assistance of a local business lawyer, at least as an advisor if not to actually carry out the dissolution and wind-up. The need is probably greater if the partnership assets exceed a few thousand dollars, if there is conflict within the partnership or problems with creditors, etc.

Finally, if the interests of the partners are adverse, each may need independent legal counsel due to the conflicts of interest each has with the others.