Statement of Dissociation in General Partnerships
General Partnerships
Statement of Dissociation
September 23, 2026 · R|R Insights · CA Business Law Brief
Core Concept
When a partner dissociates from a California general partnership—whether by withdrawal, expulsion, death, incapacity, or other event—the departing partner continues to have apparent authority to bind the partnership for a period afterward if third parties have not been notified of the dissociation. A statement of dissociation filed with the California Secretary of State (Cal. Corp. Code § 16704) is the tool for cutting off that lingering apparent authority.
After dissociation, a partner’s actual authority to act for the partnership ceases immediately (§ 16702(b)). However, apparent authority persists until third parties have knowledge of the dissociation OR until 90 days after the statement of dissociation is filed with the SOS (§ 16703). For real property transactions, the statement must also be recorded with the county recorder to give constructive notice to real property transferees.
The statement must identify the partnership and state that the identified person is dissociated. It may be filed by the dissociated partner alone (§ 16704(2)) or by the partnership (§ 16704(1)). Filing by the partnership carries more weight since it reflects the partnership’s position. A dissociated partner who continues to hold themselves out as a current partner may remain liable under partnership-by-estoppel principles.
Key Rules
| Dissociation ends actual authority | Apparent authority lingers 90 days |
| On dissociation, the partner’s actual authority to bind the partnership ceases immediately (§ 16702(b)). | Third parties without actual notice may rely on the partner’s apparent authority for 90 days after SOS filing of statement of dissociation (§ 16703). |
| Filed statement cuts off constructive notice | Real property: county recorder filing |
| A filed statement of dissociation constitutes constructive notice to the world after 90 days—third parties cannot then claim reliance on the dissociated partner’s authority. | For real property transactions, file the statement with the county recorder as well as the SOS to give notice to future grantees (§ 16704 + § 16303). |
| Dissociated partner’s liability | Dissociating party may file |
| A dissociated partner remains liable for obligations incurred while a partner; liability for post-dissociation acts depends on notice given to the third party. | The dissociated partner may file the statement without the partnership’s cooperation (§ 16704(2))—critical in adversarial splits. |
Applies / Does Not Apply
| ✓ Applies When | ✗ Does Not Apply When |
| Partner is expelled or withdraws after a dispute; partnership needs to terminate their apparent authority | Partner has not yet dissociated (premature filing would be misleading) |
| Dissolved partnership needs to notify creditors that a former partner no longer has authority | LLP or LP dissolution (different statutory mechanisms apply) |
| Dissociated partner wants to protect themselves from future partnership obligations | Dissociation of a member in an LLC (different statutes apply—Corp. Code § 17706.01 et seq.) |
In Practice
| Transactional | Litigation |
| Upon any partner departure—voluntary or involuntary—immediately file a statement of dissociation with both the SOS and the relevant county recorders (for any counties where partnership real property is located). Do not wait. Every day of delay is a day during which the former partner may bind the partnership to new obligations. | In post-dissociation liability disputes, the statement filing date is the critical anchor. If a creditor extended credit before 90 days post-filing without actual notice of dissociation, the partnership may still be bound. Gather evidence of the creditor’s actual knowledge of the dissociation, independent of the filed statement. |
This brief is for informational purposes only and does not constitute legal advice. For counsel on specific matters, consult qualified legal counsel. © 2026 Reden | Riddell LLP.