Business partnerships that dissolve acrimoniously sometimes end in an ABC — particularly when partners disagree about how to wind down operations and neither side trusts the other to manage assets fairly. An independent assignee resolves this problem.
Why an ABC Works for Disputed Wind-Downs
When partners can’t agree on who controls the wind-down, an ABC puts a neutral professional in charge. The assignee owes duties to creditors — not to either partner. They liquidate assets without favoritism, pay creditors in the required order, and distribute any surplus to equity holders as the operating agreement requires.
An ABC doesn’t require partner agreement — it requires only majority or managing member authorization. In many California entities, the managing member or a majority of owners can authorize the ABC without unanimous consent. Business owners in deadlocked partnerships who have management authority can make the assignment — ending the dispute by removing control from both parties simultaneously.
The California ABC System gives business owners and creditors the exact tools, templates, and step-by-step guidance to navigate an Assignment for Benefit of Creditors — faster and cheaper than bankruptcy. Request your free evaluation here.
California ABC System — Assignment for Benefit of Creditors 
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