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Steps to dissolve a partnership at will?

Los Angeles, CA |

I've googled it already, but I have some specific questions. For a partnership at will (between 2 individuals), with no formal agreement - it's my understanding one partner may dissolve the partnership at anytime. In order to do so, does one need a lawyer to draft a letter of dissolution and then send said letter to the other partner? Secondly, do I need to file anything with the state (California)?

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Attorney answers 3


To give u a more accurate answer I need more facts. You google it that mean you know about the liabilities of the partners. I assume That makes you uncomfortable. The answer to your question is depends from the kind of partnership , how you appear to the public ie the people you did or do business with. Many variables. File with the state? Did you use a dba? Do you have EIN? Again many things and facts can change the answer. Why you don't pay a basic consultation fee to an attorney to give you an accurate and responsible answer?

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Dissolving a partnership in CA is a complicated process. You need to file a form with the secretary of state and should also have a partnership dissolution agreement drafted as that will lay out the rights and responsibilities of the partners with regards to asset distribution and liabilities to creditors.

Whether the partnership is a general partnership or a limited partnership will also matter.

Consult with a business attorney who handles this type of work. Many attorneys on this site, including myself, offer free consultations.


Several years ago I wrote the blog post at the first link provided below. Although that post is oriented toward "unintended partnerships", it applies to your situation, too.

As discussed in that post:
- Half or more of the partners may decide to wind up the business and dissolve it.
- It would be appropriate - with or without a lawyer's help - for a dissolving partner to send notice to the other partner.
- It is critical to pay debts, then distribute any remaining assets appropriately.
- Filing a Statement of Dissolution with the state is optional (but available only if the partnership was registered with the state in the first place).

Please note that, as described in the post at the second link below, there is an alternative approach that can produce an equivalent result: One partner may withdraw from the partnership, at which time is automatically dissolves and the former partners must settle their accounts.

This information does not constitute legal advice and does not establish an attorney-client relationship.