Legal

How To Dissolve a Business Partnership: Legal Reasons #57

Everything eventually comes to an end. For a business partnership, that end can come because of a dispute, a retirement, a death or simply because the partners wish to re-form their business as a limited liability corporation. Regardless, business partners need legal representation to ensure that their rights and financial interests are protected throughout the dissolution process.

Partnership Dissolution Requirements under California Law

The California Revised Uniform Partnership Act (RUPA) sets the rules for partnership dissolution. All dissolving California partnerships have three basic legal obligations:

  • A statement of dissolution must be filed;
  • All affected parties must be adequately notified, this includes creditors, suppliers and in many cases even the customers; and
  • Legal notice must be published and circulated for at least 12 business days.

Ultimately, these requirements are meant to ensure that partnerships are not dissolved in secret, thereby leaving affected parties in the dark. An experienced business dissolution attorney can make sure that you meet all of these basic legal requirements.

Dissolving a Partnership on Disputed Terms

The partnership dissolution process may not be too difficult when a partnership ends amicably. But, unfortunately, disputes sometimes arise. If you are ending a partnership on disputed terms, an attorney is especially vital. Important considerations include:

  • The partnership agreement: A well drafted partnership agreement should contain provisions for disputes and dissolution. It will likely establish your rights and your responsibilities as a dissolving partner. If the provisions are not clear, or you believe that your partner has not fulfilled their legal obligations, you should contact an experienced partnership dispute attorney immediately.
  • Understand your duties: You should perform all of the duties obligated under the partnership agreement. Do not leave any loose ends. It will be more difficult to dissolve the partnership if there is still unfinished business. Even more important, in the case of a dispute, the resolution will likely be much less favorable for you if you have unfulfilled duties.
  • Know the value of the partnership: You need to have a clear picture of the value of your partnership. This includes all of the assets and all of the liabilities. An adequate business valuation should be comprehensively and extremely detailed. You deserve to receive your fair share from the partnership, and the first step is knowing the precise value. This allows you to negotiate from a position of strength.
family law, Legal

How Long Will It Take to Get a Divorce?Legal Reasons #56

The biggest factor in determining how long a divorce process lasts is the level of cooperation that can be expected, a divorce proceeding can take between six to eighteen months to be resolved. If the divorce is high-conflict with lots of different issues involved, then the proceedings can take as long as five years to be resolved. Simple cases where no children are involved and there is little conflict between spouses can be resolved in as few as six months.

Beyond that explanation, this becomes a complicated question to answer. First, California has a 6 month waiting period, which begins from the time a divorce has “begun” to the first date at which a divorce can become “final.” This is the earliest date on which a married couple can be returned to a status of “single.” But that does not mean that the agreements encompassed in a divorce need to wait that long. Agreements can be reached and documents can be prepared formalizing the divorce agreement. With the proper help and formalities, the documents can even be filed with the court before the 6 month waiting period has lapsed. Then you simply wait for the minimum waiting period to pass.

CAN MY SPOUSE STOP ME FROM GETTING A DIVORCE?

No. California is a “No Fault” state, which means that either spouse may file for divorce at any time, for any reason. If the other spouse does not wish to proceed with divorce proceedings and ignores the petition filed in court, then the filing party can take steps to obtain a default judgment of dissolution of marriage.

Legal

Dissolving a Business Partnership: Legal Reasons #55

Business partnerships, like all things, eventually come to an end. Some of these agreements simply reach a natural end with the conclusion of a particular deal or project. Others terminate upon the death of one of the partners or because of a dispute between the partners. Still others may end because the partners decide that it would be more advantageous for them to reform as a corporation or a limited liability company. If any of these circumstances apply to your situation, then it may be necessary to contact an attorney who has knowledge of dissolving a business partnership in California.

California law imposes conditions on dissolving business partnerships. Most of these conditions relate to making the dissolution publicly known so that concerned parties are informed about the change in circumstances. For instance, the California Revised Uniform Partnership Act specifies that legal notice of the dissolution must be advertised for at least 12 business days. Suppliers, creditors, and other concerned parties are also entitled to direct notice according to the law. It’s also essential for dissolution paperwork to be filed with the state and the Internal Revenue Service.

When partners become embroiled in a dispute, they’ll need an experienced attorney to closely interpret the terms of the original partnership agreement. This agreement should contain guidelines for terminating the partnership, and it’s only fair to ensure that all parties abide by these rules. On the other hand, if the agreement was not well drafted or does not contain sufficient explanations of how to dissolve the partnership, then it’s necessary to rely on the knowledge and experience of a California business attorney to help fill in the blanks based on California law and the intent of the partners. Frequently, lawyers can negotiate a dissolution that is equitable for all parties in accordance with the duties and responsibilities that are outlined in the original partnership agreement.

family law, Legal

What to Know About Spousal Support: Legal Reasons #54

How Long Will I Pay or Receive Spousal Support?

  • The length of spousal support is based on a reasonable transition period from married life to single and self-sufficient life.
  • The duration of support depends on in part on the length of the marriage. For marriages lasting less than ten years, the length of support is presumed to be equal to one-half of the time. For example, for a marriage that lasted eight years, the presumption is that the appropriate length of support is four years.
  • If you are married for longer than 10 years, the lesser earning spouse will receive support for as long as he or she needs to, as long as the other spouse is able to pay. There is no automatic termination date.

How Much Spousal Support Will be Ordered?

  • In California, the Superior Courts of Solano counties have adopted a spousal support guideline called the “Santa Clara Guideline” formula for use in temporary spousal support. Alameda and Contra Costa counties have adopted the “Alameda Guideline” formula. The guideline states that the paying spouse’s support be presumptively 40% of his or her net monthly income, reduced by one-half of the receiving spouse’s net monthly income. If child support is an issue, spousal support is calculated after child support is calculated.
  • Deciding permanent support is a much more detailed process with many factors to be considered. Family Code Section 4320 is the controlling statute that the court must consider in establishing permanent spousal support.
Legal

What to Consider in A Business Partnership: Legal Reasons #53

The biggest mistake made by partnerships is not having a well drafted partnership agreement. Although California law does not require a partnership to have a written agreement, a well written partnership agreement is strongly recommended because: (1) the default partnership rules typically do not mirror the partners’ intent; (2) a clearly written partnership agreement will set forth the essential terms and outline each partners rights and responsibilities, and (3) should a dispute arise between the partners, the partnership agreement will help to resolve a dispute that otherwise might cost tens of thousands of dollars to litigate.

Issues That Should Be Addressed In Every General Partnership Agreement.
At a very minimum, a written partnership agreement should set forth the purpose of the partnership business and exactly what is expected of each partner in terms of time, duties, and financial contributions. For example, will one partner be putting up the financial capital while the other partner puts in the work? If so, I guarantee there will be times when the person doing all of the work feels they are entitled to a bigger piece of the pie and times when the financial partner feels the other partner isn’t working hard enough. For this reason, it is extremely important that the partners have an understanding from the beginning as to what is expected from each partner. A written partnership agreement should also specify whether additional compensation will be paid to a partner who performs work at some particular time (e.g. after so many years, after the financial partner has recouped his or her investment, if additional work is performed, etc..) A written partnership agreement should also specify with great detail when and how the profits of the partnership will be split, and how losses will be divided and paid. Other terms that should be included in any written partnership agreement include:

  1. Term of the partnership.
  2. Purpose of the partnership and what outside competitive activities the partners may engage in.
  3. Initial capital contributions of the partners (including money, services, and property).
  4. Subsequent capital contributions. If the partnership needs additional capital, will the partners be obligated to make additional capital contributions?
  5. How the partnership profits and losses will be allocated among the partners, and when.
  6. How the partnership will be managed, including who will make the day-to-day decisions, who will be responsible for what duties, and what acts will require majority approval or unanimous consent.
  7. How much time each partner is expected to devote to the partnership business.
  8. Whether new partners can be added, and if so how.
  9. Under what circumstances a +partner can be expelled.
  10. How a partner can withdraw.
  11. Which partner(s) will have signature authority on the bank accounts.
  12. A means to resolve a deadlock or conflict.
  13. A provision providing for the dissolution of the partnership and formation of a California corporation or LLC if the partnership business reaches some milestone.

In addition to, or as part of, a written partnership agreement, the partners should also execute a buy-sell agreement to address the issue of the transferability of their partnership interest. Absent an agreement to the contrary, a partner may freely transfer his or her partnership interest to another person. In addition, absent an agreement to the contrary, the death, incapacity, bankruptcy, resignation or expulsion of any partner may automatically dissolve the partnership. To provide continuity, a buy-sell agreement can provide effective buy out provisions to address various situations.

 

 

family law, Legal

How Spousal Support is Decided in California: Legal Reason’s #52

California state law dictates that permanent spousal support is determined by carefully reviewing numerous factors. The court has tremendous discretion in setting alimony. If you are unable to settle or resolve this issue, then your attorney needs to develop detailed evidence about each factor set forth below.

The Amount of Spousal Support Expected in a California Divorce

The controlling statute that the court must consider in establishing permanent spousal support states the following:

4320. In ordering spousal support under this part, the court shall consider all of the following circumstances:

(a) The extent to which the earning capacity of each party is sufficient to maintain the standard of living established during the marriage, taking into account all of the following:

(1) The marketable skills of the supported party; the job market for those skills; the time and expenses required for the supported party to acquire the appropriate education or training to develop those skills; and the possible need for retraining or education to acquire other, more marketable skills or employment.

(2) The extent to which the supported party’s present or future earning capacity is impaired by periods of unemployment that were incurred during the marriage to permit the supported party to devote time to domestic duties.

(b) The extent to which the supported party contributed to the attainment of an education, training, a career position, or a license by the supporting party.

(c) The ability of the supporting party to pay spousal support, taking into account the supporting party’s earning capacity, earned and unearned income, assets, and standard of living.

(d) The needs of each party based on the standard of living established during the marriage.

(e) The obligations and assets, including the separate property, of each party.

(f) The duration of the marriage.

(g) The ability of the supported party to engage in gainful employment without unduly interfering with the interests of dependent children in the custody of the party.

(h) The age and health of the parties

(i) Documented evidence of any history of domestic violence, as defined in Section 6211, between the parties, including, but not limited to, consideration of emotional distress resulting from domestic violence perpetrated against the supported party by the supporting party, and consideration of any history of violence against the supporting party by the supported party.

(j) The immediate and specific tax consequences to each party.

(k) The balance of the hardships to each party.

(l) The goal that the supported party shall be self-supporting within a reasonable period of time. Except in the case of a marriage of long duration as described in Section 4336, a “reasonable period of time” for purposes of this section generally shall be one-half the length of the marriage. However, nothing in this section is intended to limit the court’s discretion to order support for a greater or lesser length of time, based on any of the other factors listed in this section, Section 4336, and the circumstances of the parties.

(m) The criminal conviction of an abusive spouse shall be considered in making a reduction or elimination of a spousal support award in accordance with Section 4325.

(n) Any other factors the court determines are just and equitable.

“The duration of spousal support is left to the discretion of the court within certain general equitable principals and guidelines.”

%d bloggers like this: