(a)Subject to subdivision (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.
(b)At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership’s business wound up and the partnership terminated. In that event both of the following apply:
(1)The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred.
(2)The rights of a third party accruing under paragraph (1) of Section 16804 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.
Notes of Decisions
Wilshire Courtyard v. California Franchise Tax Bd., 729 F.3d 1279 (9th Cir. 2013).
“” Cal. Corp.Code § 16802 (1994). Moreover, we disagree with CFTB’s characterization that this dispute is one of pure state law between the non-debtor Wilshire Partners and CFTB.”
Wickline v. Schweder CA4/1 (Cal. Ct. App. 2023).
· cites it 3× “According to Wickline, the termination of a partnership under the Corporations Code (Corp. Code, § 16802) occurs only when specific statutory requirements are met.”
Wickline v. Schweder CA4/1 (Cal. Ct. App. 2025).
· cites it 3× “) For the guidance of the trial court on remand and to forestall any further lack of clarity, we explained that if, in reevaluating the declaratory relief cause of action in light of our opinion, the trial court decided “to reissue 8 We explained that although Defendants did not…”
In re: Michele Lynn McKee (9th Cir. BAP 2025).
· cites it 2× “Cal. Corp. Code § 16802 . Dissolution is the first step and RUPA allows a partnership at will to be dissolved “by the express will .”
Taylor v. Grunigen (D. Mass. 2022).
“Corp. Code § 16802 (a) (“The partnership is terminated when the winding up of its business is completed.”
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