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What to do to dissolve a 50-50 general partnership.

Glendale, CA |

My partner and I have come to a deadlock. I wish to end the partnership so as to prevent my partner from incurring debt on behalf of the partnership. However, he is uncooperative. He will not sign anything.

When filing a filing a Statement of Dissolution (Form GP-4), does it suffice that I (50% owner) fill out, sign, and file the form myself? (without his cooperation or signature.)

Paragraph 6 of that form asks for the name and signature of partners.

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Attorney answers 4


You cannot unilaterally dissolve a partnership without the agreement of all partners or the assistance of the Court.

If your partner will not cooperate, you should seek assistance from a business lawyer.


As a practical matter, you may have a couple of approaches available (I know, from having advised clients in similar situations recently, that many details can get in the way).

As explained in the post at the first link below, half of the partners can elect to dissolve the partnership. However, there are steps that must be taken to wind up the partnership's business. Form GP-4 is optional and merely provides public notice once the dissolution has taken place - that form does not, itself, accomplish the dissolution.

A potentially easier approach might be to withdraw from the partnership. Because there must be at least two partners, withdrawal of one partner would automatically dissolve the partnership (with appropriate wind-up activities being prescribed). Please see the post at the second link below.

I recommend that you retain a lawyer to help you correctly go through whichever process you choose. If you do something wrong on your own, you easily could end up in a worse situation than the one you are in now.

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


Hire a business lawyer to assist you in dissolving the partnership properly.


You should first know the basics that: (i) it is not common for a general partnership to have filed anything with the Secretary of State, and, if you didn't, you can't file a dissolution; (ii) under the statute (and in most written GP agreements), either partner can dissolve; and (iii) the typical issues are dividing assets, paying off liabilities, and current and future creditor notifications of the dissolution.

This response to your question is general in nature, and is not intended (and is not authorized to be received) as reliable legal advice upon which any action or decision can be based. Other facts and considerations not known may substantially affect the answer as it applies to your particular circumstances.

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