A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events:
(1)In a partnership at will, by the express will to dissolve and wind up the partnership business of at least half of the partners, including partners, other than wrongfully dissociating partners, who have dissociated within the preceding 90 days, and for which purpose a dissociation under paragraph (1) of Section 16601 constitutes an expression of that partner’s will to dissolve and wind up the partnership business.
(2)In a partnership for a definite term or particular undertaking, when any of the following occurs:
(A)After the expiration of 90 days after a partner’s dissociation by death or otherwise under paragraphs (6) to (10), inclusive, of Section 16601, or a partner’s wrongful dissociation under subdivision (b) of Section 16602 unless before that time a majority in interest of the partners, including partners who have rightfully dissociated pursuant to subparagraph (A) of paragraph (2) of subdivision (b) of Section 16602, agree to continue the partnership.
(B)The express will of all of the partners to wind up the partnership business.
(C)The expiration of the term or the completion of the undertaking.
(3)An event agreed to in the partnership agreement resulting in the winding up of the partnership business.
(4)An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section.
(5)On application by a partner, a judicial determination that any of the following apply:
(A)The economic purpose of the partnership is likely to be unreasonably frustrated.
(B)Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner.
(C)It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement.
(6)On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business after the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer.
Notes of Decisions
Cited in
15
cases (
8 in the last 5 years), 2005–2025 · leading case:
Wood v. Apodaca, 375 F. Supp. 2d 942 (N.D. Cal. 2005).
Wood v. Apodaca, 375 F. Supp. 2d 942 (N.D. Cal. 2005).
· cites it 2× “PROCEDURAL BACKGROUND Plaintiff filed her Complaint in state court, asserting causes of action for 1) Trademark Infringement; 2) Injunctive Relief; 3) Dissolution of Partnership under California Corporations Code Section 16801(5) and Accounting; 4) Rescission under California…”
Second Measure, Inc. v. Kim, 143 F. Supp. 3d 961 (N.D. Cal. 2015).
“” Cal. Corp. Code § 16801 (1). After dissolution, a partnership continues “only for the purpose of winding up its business” and “is terminated when the winding up of its business is completed.”
Wickline v. Schweder CA4/1 (Cal. Ct. App. 2025).
· cites it 9× ““At no point has it ever been suggested that a formal dissolution occurred in the sense of the first potential meaning suggested by the Court of Appeal, that the partnership had been dissolved through a dissolution followed by a winding up under Corp.”
Shane v. Rumiano CA3 (Cal. Ct. App. 2021).
· cites it 3× “Although he acknowledged that transferees may seek a dissolution “if the partnership was for a definite term or particular undertaking” (Corp. Code, § 16801, subd. (6)), he argued that the partnership here involved neither a “defined term” nor a “particular undertaking.”
Marczak v. Eslamdoust CA4/3 (Cal. Ct. App. 2024).
“Similarly, Esla’s citation to Corporations Code section 16801 was a legal theory under which the joint venture could be dissolved.”
Marczak v. Eslamdoust CA4/3 (Cal. Ct. App. 2024).
“Similarly, Esla’s citation to Corporations Code section 16801 was a legal theory under which the joint venture could be dissolved.”
EcoHub, LLC v. Recology Inc. (N.D. Cal. 2023).
“See Cal. Corp. Code § 16801 (discussing when a partnership for a definite 5 term may dissolve).”
In re: Michele Lynn McKee (9th Cir. BAP 2025).
“” Cal. Corp. Code § 16801 (1). In a two- person partnership, if one partner withdraws, the partnership dissolves automatically by operation of law because a partnership must consist of at least two persons.”
HKM Enter., Inc. v. Parsons Gov't Servs., Inc. (C.D. Cal. 2025).
“15 In view of this, at the hearing, counsel for ALS asserted that this claim rested on a two 16 alternative theories: first, that the parties’ course of conduct prior to the IDIQ contract negotiations 17 established an implied venture/partnership which, by law, could not be…”
Marquart v. Smith CA4/3 (Cal. Ct. App. 2014).
“(Corp. Code, § 16801, subd. (1) [an at-will partnership is 2 dissolved “by the express will to dissolve and wind up the partnership business of at least half of the partners”]; all further undesignated statutory references are to this code.”
Kamrany v. Shahryar CA2/5 (Cal. Ct. App. 2014).
“, §§ 339 [two years statute of limitations for action upon oral contract] and 343 [four years statute of limitation for all other relief]; Corp. Code, § 16801, subd. (2)(A) [partnership dissolution after a partner’s dissociation by death after 90 days and partners do not agree…”
— Cal. Corporations Code § 16801(5) — 1 case
Wood v. Apodaca, 375 F. Supp. 2d 942 (N.D. Cal. 2005).
“PROCEDURAL BACKGROUND Plaintiff filed her Complaint in state court, asserting causes of action for 1) Trademark Infringement; 2) Injunctive Relief; 3) Dissolution of Partnership under California Corporations Code Section 16801(5) and Accounting; 4) Rescission under California…”
— Cal. Corporations Code § 16801(5)(A) — 1 case
Wood v. Apodaca, 375 F. Supp. 2d 942 (N.D. Cal. 2005).
“PROCEDURAL BACKGROUND Plaintiff filed her Complaint in state court, asserting causes of action for 1) Trademark Infringement; 2) Injunctive Relief; 3) Dissolution of Partnership under California Corporations Code Section 16801(5) and Accounting; 4) Rescission under California…”
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