(a) After dissolution, a partner who has not dissociated may participate in winding up the partnership‘s business, but on application of any partner, partner’s legal representative, or transferee, the court, for good cause shown, may order judicial supervision of the winding up.

(b) The legal representative of the last surviving partner may wind up a partnership‘s business.

Terms Used In California Corporations Code 16803

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Business: includes every trade, occupation, and profession. See California Corporations Code 16101
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • 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
  • Person: means an individual, corporation, business trust, estate, trust, partnership, limited partnership, limited liability partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See California Corporations Code 16101
  • Property: means all property, real, personal, or mixed, tangible or intangible, or any interest therein. See California Corporations Code 16101
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Transfer: includes an assignment, conveyance, lease, mortgage, deed, and encumbrance. See California Corporations Code 16101

(c) A person winding up a partnership’s business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership’s business, dispose of and transfer the partnership’s property, discharge the partnership’s liabilities, distribute the assets of the partnership pursuant to Section 16807, settle disputes by mediation or arbitration, and perform other necessary acts.

(Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)

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