General Partnerships
The Default 50/50 That Blindsides California Partners
California defaults to equal profit and loss sharing in general partnerships when partners don’t document a different arrangement — regardless of capital contributed or hours worked.
Read MorePartner Fiduciary Duties in California General Partnerships: Loyalty, Care, and the Limits of Agreement
Every general partner owes a statutory duty of loyalty and duty of care to the partnership and co-partners under California’s RUPA—these duties cannot be eliminated by agreement, though the partnership agreement may restrict their scope within statutory limits.
Read MoreJoint and Several Liability of Partners for Partnership Obligations
Under California’s Revised Uniform Partnership Act, every general partner is jointly and severally liable for all partnership obligations—creditors can pursue any partner for the full debt without first exhausting partnership assets, and a departing partner remains exposed for obligations incurred while they were a member of the firm.
Read MoreStatement of Conversion and Merger in General Partnerships
Conversion and merger allow partnership reorganization without dissolution—but review contracts for anti-assignment triggers and confirm tax treatment before proceeding.
Read MoreContinuation of a General Partnership After Expiration of Its Term
When a term partnership keeps operating past its end date, it automatically converts to an at-will partnership—every partner should know what that means for their right to leave and their buy-out rights.
Read MoreStatement of Dissociation in General Partnerships
File a statement of dissociation immediately upon any partner departure—apparent authority lingers 90 days after filing, and every day without the filing is an exposure day.
Read MoreFormation of General Partnerships Under California Law
A general partnership can arise by accident—any co-owned profit-seeking venture without an entity structure may create unlimited personal liability for all co-owners.
Read MoreStatement of Amendment and Cancellation in General Partnerships
Filed partnership statements can extend or limit authority notice—cancellations must be filed in both SOS and county recorder to cut off real-property constructive notice.
Read MoreKnowledge, Notice, and Notification in General Partnerships
A partner’s knowledge is the partnership’s knowledge—conduct diligence at the partner level, not just the entity level.
Read More