"Without a contract or incorporation papers, there's nothing to dissolve - the business doesn't exist as an entity, " Buzz, thanks for playing ;) This depends

"Without a contract or incorporation papers, there's nothing to dissolve - the business doesn't exist as an entity, " Buzz, thanks for playing ;) This depends on the state, and a lot of states have enacted UPA. In california for example, you can create a partnership if you have two or more persons who carry on as co-owners of a business for profit[1]. Agreement is by conduct. No formalities or filings are necessary to end up with a partnership entity :) In fact, this is the language in the uniform partnership act: ""The association of two or more persons to carry on as co-owners of a business for profit forms a partnership, whether or not the persons intend to form a partnership." If you have formed a partnership, as may very well be the case in the story here, the rest of what you say would be incorrect. [1] To be ultra clear, this does not mean that there is an existing business they have agreed to co-own