How do I go about dissolving a Corporation that I am 1/3 partner in due to lack of ability to work together?

Probably.

Shareholders who hold at least half the voting power may generally elect to dissolve the corporation. See Corporations Code, Sec. 1900 and following for the exact requirements. This is called voluntary dissolution.

Involuntary dissolution is available to shareholders who own at least 1/3 of the total outstanding shares and to one-half or more of the directors. There are limited reaons allowed for involuntary dissolution. The reason that sounds as though it is most likely to apply to your situation is: internal dissension among two or more factions of shareholders who are so deadlocked that the corporation cannot conduct its business with advantage to shareholders.

As Ms. Koslyn noted, if you have a shareholder agreement, that might change the outcome.

That depends what your corporation's governing documents say, and how old this corporation is. Check your Bylaws and any Shareholder Agreement you have. If you have nothing in writing that conflict with the CA Corporations Code, then if the corporation is less then one year old and has never issued shares or conducted any business, it may be possible to dissolve it with a majority vote of the shareholders using a short form form dissolution.

If the corporation is older than a year or doesn't qualify for a short form dissolution, because it's issued shares of stock, then ir needs the vote of all the outstanding shares.

If the corporation hasn't issued any shares or if the election to dissolve wasn't made by the vote of all the outstanding shares, then a different procedure is needed, a "Certificate of Election to Wind up and Dissolve," plus a "Certificate of Dissolution."

See a business lawyer to disclose all the facts and make sure this is done right.

Disclaimer: Please note that this answer does not constitute legal advice, and should not be relied on, since each state has different laws, each situation is fact specific, and it is impossible to evaluate a legal problem without a comprehensive consultation and review of all the facts and documents at issue. This answer does not create an attorney-client relationship.

Rather than dissolve it, why not sell your interest to them or buy their interest. A dissolution is an expensive way to go. If you had a Buy-sell agreement when you started it would spell out what to do next. See a good business lawyer.

The response given is not intended to create, nor does it create an ongoing duty to respond to questions. The response does not form an attorney-client relationship, nor is it intended to be anything other than the educated opinion of the author. It should not be relied upon as legal advice. The response given is based upon the limited facts provided by the person asking the question. To the extent additional or different facts exist, the response might possibly change.

Not to pour salt on the wound, but this is a "teachable moment." Although you don't address it in your question, I'll wager that you and the other shareholders did not use a lawyer to create the business entity you now want to dissolve. Had you done so, you might have saved yourself time, trouble and money. An attorney familiar with the issues facing small businesses will discuss an exit strategy with you prior to incorporation. The shareholders could have agreed in advance on what to do under these circumstances. I suggest that in the future you seriously consider consulting an attorney prior to starting a business. Exit strategies, 'keyman insurance,' employer-employee relationships and tax issues are critical issues to be considered before you begin any business.