General Partnership Dissolution

Question 1

Dissolution

Answer 1

In the absence of an agreement that sets forth the events of dissolution, a GP dissolves upon notice of express will of any single general partner to dissociate.

Question 2

The real end of he partnership is called:

Answer 2

termination

Question 3

Winding-up

Answer 3

The period between dissolution and termination in which the remaining partners liquidate the partnership’s assets to satisfy partnership’s creditors.

Question 4

Partnership’s Liability - Old Business

Answer 4

The partnership and therefore its individual general partners retain liability on ALL transactions entered into to wind-up old business by satisfying creditors who existed when winding-up began

Question 5

Partnership’s Liability - New Business

Answer 5

The partnership and therefore its individual general partners retain liability on brand new transactions during winding up until notice of dissolution is given to creditors OR until 90 days after filing with the state a statement of dissolution

Question 6

Priority of Distribution

Answer 6

1) First, the p-ship MUST pay ALL creditors. Creditors include all outside trade creditors and all inside partners who have loaned money to the p-ship
2) Second, the p-ship MUST repay ALL capital contributions paid into the p-ship by partners
3) Third, profits, if any, are shared equally without an agreement.