Short answer. Usually the partners who did not wrongfully dissolve it. Under Article 1836, unless otherwise agreed, the partners who have not wrongfully dissolved the partnership — or the legal representative of the last surviving partner, if not insolvent — have the right to wind up its affairs. But any partner, on cause shown, may obtain a winding up by the court.
What the law says
the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not insolvent, has the right to wind up the partnership affairs
Civil Code, Article 1836 — Who Winds Up. Read the full provision →
The non-wrongful partners wind up
Article 1836 answers who takes charge of closing a dissolved partnership down. The default is clear: unless otherwise agreed, the partners who have not wrongfully dissolved the partnership... has the right to wind up the partnership affairs. So the ordinary right to conduct the winding up — gathering assets, paying debts, settling accounts and distributing what remains — belongs to the partners who did not cause the dissolution wrongfully. A partner who dissolved the firm in breach of the agreement forfeits that right; he does not get to run the closing down of a partnership he wrongfully broke up.
When all the partners are gone
The article also covers the case where no partner is left to act. It gives the right to wind up to the legal representative of the last surviving partner, not insolvent. So if the partnership dissolved because the partners died, the executor or administrator of the last one to survive steps in to close the firm's affairs. The proviso that this representative be 'not insolvent' guards the process: someone whose own estate is insolvent is not a safe custodian for winding up a firm and paying its creditors.
The court can always be asked
Whatever the default, the door to the court stays open. The article ends with a proviso: any partner, his legal representative or his assignee, upon cause shown, may obtain winding up by the court. So the winding up need not be left to the partners if there is good reason not to. A partner who distrusts how the others are handling the closing, or who is being shut out, or who fears the assets are being mishandled, can ask the court to take the winding up in hand — on cause shown, meaning he must give the court a real reason.
In practice
When a partnership dissolves, sort out early who is conducting the winding up, because that person controls how assets are handled and debts paid. If you are among the partners who did not wrongfully dissolve, the right is yours unless you agreed otherwise. If a partner caused the dissolution wrongfully, do not let him run the wind-down. And if you are uneasy about how the closing is being handled — whether you are being frozen out or the assets are at risk — remember you can go to court, on cause shown, to have the winding up supervised. Agreeing the process, or invoking the court, beats letting it drift.
Cases citing this provision
These Supreme Court decisions cite the provision above. We list them so you can read them yourself; the summaries of what each decided are not ours to give.
- Primelink Properties & Devt. Corp., et al. vs. Ma. Clarita T. Lazatin-Magat, et al, G.R. No. 167379, June 27, 2006 — read the decision on LawPhil →