Uniform Partnership Act (UPA) / Revised Uniform Partnership Act (RUPA): Primary federal legislation that provides the framework for partnership dissolution, including partners' rights and obligations during dissolution. Most states have adopted either UPA or RUPA as their basis for partnership law.
State-Specific Partnership Laws: Individual state statutes governing partnerships, which may include specific requirements for partnership dissolution and mandatory filing requirements with state agencies.
Federal Tax Laws: Internal Revenue Code provisions relating to partnership dissolution, including tax implications of partnership termination and necessary IRS filing requirements.
Contractual Obligations: Legal considerations regarding the original partnership agreement terms, dissolution provisions in the partnership deed, and any notice requirements specified in the original contract.
Business and Professions Code: State-specific requirements for professional partnerships, including licensing considerations and registration cancellation requirements.
Securities Laws: SEC regulations and state securities laws that may apply if the partnership involves securities or investment components.
Debt and Liability Considerations: Legal requirements regarding outstanding partnership obligations, creditor notification requirements, and ongoing partner liability after dissolution.
