Partnership that owns Cuties brand California Clementine name dissolving

A long-term partnership between two major citrus-growing companies in California is ending this year. The business dissolution comes after a dispute over the Cuties trademark, a name that has become synonymous with the popular mandarin fruit. Citing different visions for use of the trade name, one of the two partners will continue to use the Cuties name and the other will market the easy-peel fruit under another.

While there are numerous and varied reasons for corporate or partnership disputes, business entities should first seek to resolve their disagreements, if possible. A lack of communication is often the root of many disputes and partners, fellow officers and shareholders may wish to first assess whether an actual disagreement exists. Many times, however, business entities run their course and it becomes obvious it is time to move on.

Dissolving a business

While each type of business entity must follow slightly different steps to close its doors, the path to dissolution is similar in many ways. In California, it is important to do the following at a minimum:

  • Formalize the decision to dissolve by bringing the matter to a formal vote and put it in writing.
  • Notify interested people and parties as appropriate. Even those who may have been involved in the voting process should receive formal notification. These individuals or entities may include shareholders, investors, silent partners or limited interest partners. Let your customers, vendors, suppliers and your insurance company know what is happening and determine what must be done regarding your lease or owned real estate.
  • Suspend or wind-down business dealings and check all business contracts to assess whether you have ongoing obligations that may affect your dissolution process. Terminate utilities and automatically renewed obligations, such as subscriptions or advertising contracts.
  • Pay all past-due state and federal taxes, including any fees, penalties or interest owed.
  • File final tax returns with the Internal Revenue Service (IRS) and the state or states in which you do business.
  • File all necessary paperwork with the Secretary of State for your state. Such documents may include dissolution, cancellation or surrender forms.

Consult an experienced lawyer

This list is not exhaustive and may miss some very important steps for the legal dissolution of your business. In order to make sure you have dispensed with all legal obligations involving the dissolution of your partnership or corporation, seek the advice of an experienced business organization lawyer. An attorney knowledgeable about business, commercial and employment laws and litigation can help.