Who keeps the name of a dissolved general partnership?

There is no agreement. as to what happens to the partnership's name upon dissolution. Who keeps the name? Must the other party be reimbursed for the value (goodwill?) of the name?

Glendale, CA -

Attorney Answers (3)

Michael Charles Doland

Michael Charles Doland

Intellectual Property Law Attorney - Los Angeles, CA
Answered

There is no "rule", the name is an asset of the partnership and subject to joint use, no use, or whatever unilateral use you can work out. Goodwill is as ambiguous as to amount and may be zero.

The above is general legal and business analysis. It is not "legal advice" but analysis, and different lawyers may... more
Lori Jeanne Costanzo

Lori Jeanne Costanzo

Litigation Lawyer - San Jose, CA
Answered

This is not unusual. In a general partnership, when a partner decides to leave, the partnership is dissolved. Dissolving a partnership requires partners to equally split the debts and assets of the partnership. Partners who desire to remain in business after a partner leaves can establish buy-sell agreements when first forming the partnership. A buy-sell agreement allows the remaining partners to buy the ownership rights of the departing partner and this normally includes keeping the name.

This is my opinion and should not be construed as legal advise for your specific case as there are many more facts... more
Daniel Nathan Ballard

Daniel Nathan Ballard

Intellectual Property Law Attorney - Sacramento, CA
Answered

If the former partners cannot agree on who can continue to use the trade name then the first to re-use the name -- either by actually doing business under the name or adopting it for a new company that properly registers with the Secretary of State -- owns the name. A trade name, like a trademark, does not simply exist in the ether. It must be used to exist. Because partnership disputes are very fact specific, you need to speak with a trademark attorney to flesh out the details of your particular situation.

The above is general information ONLY and is not legal advice, does not form an attorney-client relationship, and... more

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