Fill and Sign the California Complaint for Dissolution of Limited Partnership Form

(Name, Address Of Party or attorney) _____________________________ _____________________________ _____________________________ State Bar No: __________________ (____) _____ - _________________ Attorney for _______ (Or "In Pro Per") SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF ________ PLAINTIFF(S) NAMES ) CASE NO.: _______ Plaintiffs ) ) v ) ) DEFENDANT(S) NAMES ) Defendants ) ) ---------------------------------------------------------------- COMPLAINT FOR DISSOLUTION OF PARTNERSHIP Plaintiff complains and for causes of action alleges as follows: FIRST CAUSE OF ACTION (For ________ Against ____) I. Defendant __, ___ is __, and at all times herein mentioned was __, a resident__ of the City of ___, County of __, State of California. II. Defendant __, ___, is __, and at all times herein mentioned, was__ a Corporation organized and existing under the laws of the State of California with principle offices located at ___, in the City of ___, County of ___. III. Plaintiff__ is__ ignorant of the true names and capacities of defendants sued herein as DOES I through X, inclusive, and therefore sues__ these defendants by such fictitious names. Plaintiff__ will amend this complaint to allege their true names and capacities when ascertained. IV. Plaintiff__ is__ informed and believes__ and thereon alleges__ that, at all times herein mentioned, each of the defendants sued herein was the agent and employee of each of the remaining defendants and was at all times acting within the purpose and scope of such agency and employment. V. Plaintiff is, and at all times herein mentioned was a ___[general or limited] partner in the limited partnership known as ___. VI. Defendants, ___, are, and at all times herein mentioned were, general partners in the limit ed partnership known as ___, and are, and at all times herein mentioned were residents of ___ County, California. VII. Defendants ___ are, and at all times herein mentioned were, limited partners in the limited partnership known as ___, and are, and at al l times herein mentioned were, residents of ___ County, California. VIII. On or about ___, 20__, plaintiff and defendants executed a__ ___[written or oral] partnership agreement at ___, ___, County, California for the purpose of forming a limited partnersh ip, to carry on the business of ___, under the name of ___. The limited partnership's principal place of business is located at ___, ___ County, California. A true and correct copy of the said partnership agreement is attached hereto as Exhibit ___ and mad e a part hereof. IX. On or about ___, 20__, defendant general partners filed a certificate of limited partnership with the Secretary of State. A true and correct copy of the certificate of limited partnership certified by the Secretary of State i s attached hereto as Exhibit ___ and made a part hereof. ___ [Set forth conduct by defendants or other facts warranting dissolution under Corp. C. # 15582 (CLPA), e.g., "Defendants, ___, have failed and refused to respond to Plaintiff___ requests to inspect and copy partnership records, including financial statements and tax returns and reports, and have refused to pay plaintiff income from the partnership business as required by the partnership agreement.] X. Plaintiff__ is__ entitled to dissolut ion of the partnership and to a winding up of its affairs, pursuant to Sections 15581, subsection (d), 15582, subsection ___, and 15583 of the Corporations Code, in that ___ [specify, e.g., defendant general partners have knowingly countenanced persistent unfairness towards plaintiff]. Defendants have refused to consent to a dissolution of the partnership. XI. Plaintiff is also entitled to a winding up of the partnership affairs and distribution of partnership assets under the terms of the partnership agre ement. [___ (If appropriate, allege facts showing necessity for any specific order regarding the winding up of the partnership affairs, e.g., It is necessary for the protection of plaintiff's interests that the partnership affairs be wound up by the limite d partners, in that the defendant general partners, on or about ___, 20__, threatened that plaintiff will not receive any return of ___ capital or any payment of ___ share of partnership profits)]. [EITHER, if general partners are to wind up] XII. Defen dant general partners are in possession and control of the partnership books, assets, and accounts. The amount of partnership assets and liabilities is unknown to plaintiff and cannot be ascertained unless defendant general partners are ordered to turn ove r to plaintiff copies of all of the partnership books, accounts, and other financial records. [OR, if someone other than the general partners is to wind up] XIII. Defendant general partners are in possession and control of the partnership books, assets, and accounts. Possession of such records is necessary in order to wind up the partnership affairs. It is therefore necessary that defendant general partners be ordered to turn over all of the financial records of the partnership to ___ in order that ___ mi ght wind up the partnership affairs. WEREFORE, plaintiff prays judgment against defendants, and each of them, as follows: For an order that the limited partnership be dissolved; For an order that partnership affairs be wound up by ___, that the defendant general partners turn over all the partnership's financial records, and that affairs be settled and distribution be made to the limited and general partners under the terms of the partnership agreement; [--Specify any additional order regardi ng method of winding up --] For costs of suit herein incurred; and For such other and further relief as the court may deem proper. DATE: ____________________ ____________________ (Signature) VERIFICATION I, ___, am a ___in the above -entitled action. I have read the foregoing ___and know the contents thereof. The same is true of my own knowledge, except as to those matters which are therein alleged on information and belief, and as to those matters, I believe it to be true. I declare under penalty of perjury that the foregoing is true and correct and that this declaration was executed at , California. DATE: ____________________ ____________________ (Signature)