Partnership Dissolution Attorney Fresno

Helping Clients End Their Business Partnership Fairly

When you and your business partner started your company, you did so with a dream and determination. You put everything into the business because you assumed your partner was doing the same thing. You invested everything you could toward your business, never thinking about what would happen if you and your partner had a sudden falling out.

At Tomassian, Pimentel & Shapazian, we believe that ending a business partnership can be just as complicated financially, legally, and emotionally as ending a marriage. That is why we take a hands-on approach, providing tailored legal services for your unique circumstances.

What Is a Business Partnership Dissolution?

A business partnership dissolution is the formal process of ending the legal relationship between two or more partners in a shared business venture. In California, this doesn’t always involve conflict or litigation. Sometimes, partnerships dissolve due to retirement, changes in business goals, or mutual agreements. Other times, it stems from deeper issues like disagreements over operations, finances, and a partner who is no longer putting the business’s interests ahead of their own.

Dissolution can involve winding down the entire business or simply removing a partner from the agreement while the remaining partners continue operations. Regardless of the reason, the process must follow California’s partnership laws to ensure all obligations are addressed. This includes paying off debts, distributing remaining assets, filing dissolution paperwork with the state, and formally notifying creditors and clients.

Failing to dissolve a partnership properly can lead to former partners remaining personally liable for the business’s debts or legal issues long after they have stepped away. Even in amicable situations, it is critical to work with a Fresno partnership dissolution attorney to protect your rights, your finances, and your business interests.

What Legal Grounds Justify a Partnership Dissolution?

There are several reasons a partnership might come to an end under California law. Whether both sides agree or there’s tension involved, knowing what qualifies as a valid reason to dissolve the business can help you protect yourself and avoid future complications.

Some of those reasons include:

Breach of Fiduciary Duty

Partners are legally bound to act in the best interests of the partnership, including duties of loyalty, honesty, and good faith. If a partner engages in self-dealing, withholds critical business information, or acts against the partnership’s interests, this breach of fiduciary duty is often sufficient cause to pursue dissolution.

Partner Misconduct or Abandonment

Just like a personal relationship, business partnerships can fall apart when partners no longer agree on major business decisions or the direction of the company. If communication breaks down to the point that day-to-day operations become affected, the law may recognize irrevocable differences as a valid reason to dissolve the partnership.

Business Insolvency

When a partnership no longer meets its financial obligations, dissolution may be the only responsible option. Continuing to operate an insolvent business can expose partners to personal liability, especially if the business continues to incur debt. A formal dissolution process ensures proper handling of outstanding debts, taxes, and asset distribution.

Term Expiration or Mutual Agreement

Some partnerships are established for a specific duration or project with an agreed-upon end date. When the named date arrives or the project concludes, the partnership can dissolve automatically or by mutual agreement. Even in amicable endings, it is important to document the dissolution properly to avoid future complications or liabilities.

At Tomassian, Pimentel & Shapazian, we recognize that each situation is different and that your circumstances require attention and understanding. We will take a custom-tailored approach to your case, ensuring that you and your business are properly protected.

How Are Assets and Debts Divided During a Partnership Dissolution?

One of the most important, and often most contentious, steps in the process is dividing assets fairly. Whether the split is amicable or disputed, the partners need to agree on or secure a court order for, how to handle everything the business owns and owes. Getting it right requires a careful mix of legal compliance and financial accuracy to protect long-term interests.

Before dividing assets, they first need to be properly valued. This includes physical items like real estate, inventory, and equipment. You’ll also need to address intangible assets such as intellectual property, customer lists, and brand goodwill. In many situations, bringing in a neutral valuation expert is the best way to maintain transparency and avoid conflict. If partners can’t agree on value, it can slow down the process or even lead to legal action, especially if someone believes they’re not getting their fair share.

Outstanding Debts

Just as the business’ assets must be divided, so must its liabilities. Debts owed to suppliers, service providers, lenders, and even the IRS must be identified and resolved. California law generally holds all partners jointly liable for partnership debts unless otherwise agreed. That means that failing to address these obligations upfront could expose individual partners to future collection actions. In some cases, creditors must be notified of the dissolution, and outstanding business lines of credit or loans must be formally closed or refinanced.

Do You Need an Attorney to Dissolve a Partnership in California?

As you can see, dissolving a partnership involves far more than just a handshake and a farewell. Whether your business owns commercial real estate, holds high-value contracts, or is simply wrapping up operations, the legal and financial complexities can pile up quickly, especially when partners don’t agree.

Working with Tomassian, Pimentel, and Shapazian is one of the most effective ways to avoid costly mistakes. Our attorneys can help formalize the dissolution process, ensure all debts and obligations are addressed, and ensure that assets are divided according to California law or your original partnership agreement. We will also assist with winding down business operations, filing the proper notices, and limiting your exposure to future liability.

If your partner is hesitant or outright refuses to participate in the dissolution, legal counsel becomes even more important. In such cases, we can help enforce the terms of your agreement, file for judicial dissolution, or pursue other remedies that protect your financial interests.

Even when a split is amicable, having legal representation will help safeguard against misunderstandings and ensure all parties walk away with clear expectations and a clean slate.

Are you ready to dissolve your business partnership? Is your partner showing reluctance and refusing to cooperate? Are all partners on the same page, but want to ensure their dissolution abides by California laws? Call 559-545-0383 to schedule a free consultation with Tomassian, Pimentel & Shapazian today. We are ready to help you and your business with your unique needs.