Legal Question in Business Law in California

Re: Genral buissness partnership

Partnershp dissolution. Contact me directly.

Re: Genral buissness partnership

The fact that you thought up the name probably isn't going to help you get it back as your property. A name adopted by partners for use of the business becomes partnership property unless there are unusual circumstances such as an express agreement that the name is only licensed to the business and remains the property of its former owner or creator.

You have several alternatives. One is simply to buy the name back by a written agreement, at whatever price the other partner and you can negotiate; the money would be paid to the partnership since you are buying a partnership asset. The partnership could then choose and publish a new fictitious business name.

The other alternative is to dissolve the partnership, wind it up and liquidate. This would force a distribution of all of its net assets. The business would be over and done with; the bills would have to be collected and paid, the employees let go, the lease surrendered, and so on....and the remaining net assets would be distributed to the two of you in proportion to your capital accounts.

The latter method also should be used with the benefit of a written agreement (or a court order), because if thre are disputes over anything, it becomes a real mess.

Usually, in a partnership breakup, a partner who wrongfully withdraws or is expelled loses his or her right to manage the windup of its affairs. In your situation, it is clear there are serious problems, but not clear which of you, if either, is at fault, so you might have equal authority to handle the wind-up (and hence decide who gets the business name and who gets something else when the assets are divvied up).

Be sure to notify all concerned after any change in partnership name or membership. This should include creditors, vendors, employees, the landlord, and so on.

Re: Genral buissness partnership

Your options are to either negotiate, sue or walk away. You should get an attorney to handle this if you haven't been able to get it settled yourself. Your partner would have to take the situation more seriously with an attorney involved. Feel free to contact me if serious about getting the legal help you'll need.