Ending a general partnership—solvent winding-up
Ending a general partnership—solvent winding-up

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Ending a general partnership—solvent winding-up
  • Consequences of a general dissolution
  • Notice of a general dissolution
  • Continuing authority on a general dissolution
  • Rights of a deceased or retired partner following a general dissolution
  • Amount due to a deceased or retired partner to be a debt
  • Distribution of assets and losses following a general dissolution
  • Return of premiums following a general dissolution
  • Dealing with goodwill following a general dissolution
  • The position of employees following a dissolution

This Practice Note discusses partnerships formed under the Partnership Act 1890 (PA 1890) governed by English law, as distinct from limited partnerships, limited liability partnerships and partnerships formed under the PA 1890 and governed by Scottish law.

A partnership can be brought to an end by its:

  1. dissolution (see Practice Note: Ending a partnership—what is dissolution?), or

  2. insolvency (see Practice Note: General partnerships—insolvency)

This Practice Note also discusses how the business and affairs of a partnership are dealt with after a general dissolution. It does not cover how they are dealt with on its insolvency. For information on partnership insolvency, see Practice Note: General partnerships—insolvency.

A technical dissolution, by its nature, will not be followed by a winding-up and, therefore, it appears that certain statutory provisions that apply following a general dissolution will not apply to a technical dissolution (see Practice Note: Ending a partnership—what is dissolution?).

For the ways in which a partnership may be dissolved, see Practice Notes:Ending a partnership—dissolution by the court and Ending a partnership—dissolution otherwise than by the court.

Consequences of a general dissolution

On a general dissolution, every partner is entitled as against the other partners in the partnership and all persons claiming through them in respect of their interests as partners to have the partnership wound up, meaning they are entitled:

  1. to have the funds from a