Dissolution
Dissolution can occur by an agreement of the partners to end the partnership. Although the actual authority to act on behalf of the partnership ceases at dissolution, apparent authority to conduct business in the usual way continues until notice is given to third parties or the partnership business winds up.
A partner’s liability for the existing obligations of the partnership does not cease when the partnership is terminated. The unilateral act of the partners cannot discharge obligations to third parties.
Dissociation
A partner has the power (if not the right) to dissociate at any time. The partnership may not be dissolved by dissociation of a partner unless it is by notice of the express will of that partner to withdraw. A statement of dissociation may be filed by the partnership or dissociating partner. Within 90 days after filing, notice of dissociation terminates the partner’s apparent authority and post-dissociation obligations.
