California Corporations Code 16801 – A partnership is dissolved, and its business shall be wound up, only …
A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events:
(1) In a partnership at will, by the express will to dissolve and wind up the partnership business of at least half of the partners, including partners, other than wrongfully dissociating partners, who have dissociated within the preceding 90 days, and for which purpose a dissociation under paragraph (1) of Section 16601 constitutes an expression of that partner’s will to dissolve and wind up the partnership business.
Terms Used In California Corporations Code 16801
- Business: includes every trade, occupation, and profession. See California Corporations Code 16101
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an association of two or more persons to carry on as coowners a business for profit formed under Section 16202, predecessor law, or comparable law of another jurisdiction, and includes, for all purposes of the laws of this state, a registered limited liability partnership, and excludes any partnership formed under Chapter 4. See California Corporations Code 16101
- Partnership agreement: means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See California Corporations Code 16101
- Transfer: includes an assignment, conveyance, lease, mortgage, deed, and encumbrance. See California Corporations Code 16101
(2) In a partnership for a definite term or particular undertaking, when any of the following occurs:
(A) After the expiration of 90 days after a partner’s dissociation by death or otherwise under paragraphs (6) to (10), inclusive, of Section 16601, or a partner’s wrongful dissociation under subdivision (b) of Section 16602 unless before that time a majority in interest of the partners, including partners who have rightfully dissociated pursuant to subparagraph (A) of paragraph (2) of subdivision (b) of Section 16602, agree to continue the partnership.
(B) The express will of all of the partners to wind up the partnership business.
(C) The expiration of the term or the completion of the undertaking.
(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business.
(4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section.
(5) On application by a partner, a judicial determination that any of the following apply:
(A) The economic purpose of the partnership is likely to be unreasonably frustrated.
(B) Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner.
(C) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement.
(6) On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business after the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer.
(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)