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 the express will of any GP to dissociate

Question 2

Wind Up

Answer 2

Period between dissolution and termination (real end) in which the remaining partners liquidate the partnership’s assets to satisfy the partnership’s creditors

Question 3

Partnership’s Liability: Old Business

Answer 3

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 the wind up began

Question 4

Partnership’s Liability: New Business

Answer 4

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

Question 5

Priority of Distribution

Answer 5

(1) All creditors (outside non-partner trade creditors AND insiders who have loaned money to the partnership); (2) All partners who have paid capital contributions into the partnership; (3) Profits, if any, are shared equally absent another agreement