Legal Question in Business Law in California

Re: general parnertship

A strong attorney letter should first be sent in attempt to resolve your problem with a dissolution agreement. If that does not work, a lawsuit for dissolution of the partnership should be filed along with a request for an accounting and for money owed you. Please call me if you have any other questions.

Re: general parnertship

By giving him a proper notice and closing out all business and accounts and starting over with a new entity. You'll also have to deal with the problems of responsibility for the debts and liabilities of the partnership. You could end up having to sue him unless you're willing to let him walk away leaving you the debts. If you need legal help doing this, feel free to contact me.

Re: general parnertship

Partnership law is covered in the Corporations Code, and as I recall (I'm away from the office) the provisions relating to withdrawal of a partner and winding up a partnership business are covered in Sections 16601 through about 16807.

I recommend obtaining and reading the code as well as talking to a lawyer. There are five or six separate concepts to consider in your situation, including:

1. The right of a partner to withdraw.

2. The effect of the withdrawal of a partner on the partnership's business.

3. Settling accounts between partners when the business is continued by the non-withdrawing partners va. settling accounts between partners when the partnership business is not continued.

4. Which partner(s) may participate in winding up the business if it is not continued;

5. How partnerships are wound up, including how external receivables and payables should be handled and how surplus assets are distributed or unpaid liabilities are apportioned; and

6. How the former partners notify the world of the break-up and minimize the future liability.

Dissolving a partnership is much more complex than just filling out and filing a form. It is more like a divorce, and just as divorces are more complicated when there are children, lots of assets and lots of rancor, so are partnership breakups more complex when there is rancor, lots of assets and liabilities, employees, customers, lenders and other creditors, leases, contracts, trademarks and trade secrets, etc. to contend with.

From an individual partner's point of view, the most important step may be notifying potential claimants that you are not a partner any more; this may include canceling any ficititious business name registration stating that you are a partner, or any partnership registration you filed with the Secretary of State.