Legal Question in Business Law in California

Re: Power of general partner to extend partnership's fixed term.

This is a very easy question and difficult answer. The question I have initially is why you want to terminate the partnership. If it is only to have the assets distributed as they should be there may be other alternatives for you in the situation. Meaning, you may be able to keep the partnership in existence, you're limited interest, and still have some distribution. Since I do not know the nature of the partnership, nor how many partners there are and this puts me at a disadvantage. There is no standard limited partnership agreement in California. There are laws governing these but numbers of partnerships modify the law appropriately and validly by agreement of the parties. Therefore, the terms of the partnership must be considered first before going into the uniform limited partnership act the more importantly the California law in existence. The numbers are limited partnerships continue after their terms and it is assumed, under the law, that this is voluntary and will do so under the same terms and conditions as set forth in the partnership agreement. Before I could answer your question I would have to review your limited partnership agreement. I am in Northern California, the San Francisco Bay Area, and if you wish to consult with me 925 -- 945 -- 6000.

Re: Power of general partner to extend partnership's fixed term.

I believe it is solely for the purpose of an orderly wind up of business. The partnership has no existance beyond that. Certainly, the general partner has no authority beyond that. There is obviously a statutory resolution of this question. The Uniform Partnership Act, however, provides that when a partnership continues after the set term, the duties of the partners remain the same as they were previously. It appears, however, that the provision assumes that the partners agree to continue to conduct business as a partnership. Any partner, I believe, is entitled, after the expiration of the term to withdraw from the partnership. The partnership assets can then be partitioned and paid over to the partners. Obviously your question was not a simple one.