Partnership Dissolution Agreement Template

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PARTNERSHIP DISSOLUTION AGREEMENT
AGREEMENT FOR DISSOLUTION AND WINDING UP OF ____________________, A
PARTNERSHIP
This dissolution agreement is made on ____________________ , between
____________________ , a partnership
formed under a written partnership agreement dated ____________________ , with principal
offices at
____________________ (the "Partnership"), and its general partners
____________________ , and hereinafter referred to as the "Partners",
to provide for the dissolution and orderly winding up of the partnership business, which business
primarily consisted of ____________________ .
Section 1. DISSOLUTION. The Partners hereby agree that the Partnership shall be dissolved,
effective
as of ____________________ (the "date of dissolution"), and the Partners agree that the
partnership shall be
wound up and liquidated as of and following such date.
Section 2. APPOINTMENT OF LIQUIDATING PARTNER
. ____________________
shall be the liquidating
partner (the "liquidating partner") and shall have the exclusive right and obligation to wind up the
partnership business.
Following the date of dissolution, no other Partner may act on behalf of or bind the Partnership, to
represent the Partnership in any official capacity, or to participate in management or control of the
Parthership, for purposes of winding up its business or otherwise.
Section 3. SALARIES, WITHDRAWALS
. As compensation for serving as liquidating partner,
____________________ shall receive the sum of ____________________ . This compensation
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PARTNERSHIP DISSOLUTION AGREEMENT
AGREEMENT FOR DISSOLUTION AND WINDING UP OF ____________________, A
PARTNERSHIP
This dissolution agreement is made on ____________________ , between
____________________ , a partnership
formed under a written partnership agreement dated ____________________ , with principal
offices at
____________________ (the "Partnership"), and its general partners
____________________ , and hereinafter referred to as the "Partners",
to provide for the dissolution and orderly winding up of the partnership business, which business
primarily consisted of ____________________ .
Section 1. DISSOLUTION. The Partners hereby agree that the Partnership shall be dissolved,
effective
as of ____________________ (the "date of dissolution"), and the Partners agree that the
partnership shall be
wound up and liquidated as of and following such date.
Section 2. APPOINTMENT OF LIQUIDATING PARTNER
. ____________________
shall be the liquidating
partner (the "liquidating partner") and shall have the exclusive right and obligation to wind up the
partnership business.
Following the date of dissolution, no other Partner may act on behalf of or bind the Partnership, to
represent the Partnership in any official capacity, or to participate in management or control of the
Parthership, for purposes of winding up its business or otherwise.
Section 3. SALARIES, WITHDRAWALS
. As compensation for serving as liquidating partner,
____________________ shall receive the sum of ____________________ . This compensation
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shall be considered an expense
of winding up the partnership's business and shall not be charged to the capital account of the
liquidating
partner as a withdrawal. Except for the compensation to the liquidating partner, none of the
partners shall
receive any compensation, make any withdrawals, or receive any interest on their contributions or
respective
shares of the partnership's capital after the date of dissolution, other than as a liquidating distribution
under
this agreement.
Section 4. POWERS OF LIQUIDATING PARTNER.
The liquidating partner shall have
authority to
wind up the partnership business, including full power and authority to sell and transfer partnership
assets,
engage professional services, sign and submit tax matters, execute and record a statement of
dissolution
of partnership, pay and settle debts, and distribute partnership assets to the respective partners.
The liquidating partner shall use his or her best efforts to complete liquidation of the partnership
by ____________________ (the "termination date").
Section 5. DUTIES OF LIQUIDATING PARTNER
. The liquidating partner shall devote
such time
as deemed necessary to liquidate the partnership in the manner provided herein and as required by
law.
The liquidating partner shall keep the remaining partners reasonably appraised of the status of the
dissolution, shall conduct and provide the other partners with an inventory of partnership assets,
shall
prepare and file all required federal and state tax returns, shall pay all just partnership debts, shall
provide
a partnership accounting prior to any distribution, and shall distribute the remaining of partnership
assets,
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if any, to the partners.
Section 6. DISTRIBUTIONS
. Proceeds from the disposition of partnership assets shall be
applied first to
the satisfaction of all partnership debts and liabilities. Proceeds and assets, if any, remaining after
payment
of creditors shall be distributed as follows:
The proceeds listed below to each Partner as follows:
____________________ shall receive ____________________ percent of the partnership assets.
...
Section 7. RELEASE OF CLAIMS
. Each partner hereby releases each of the other partners and
the
partnership from all known claims arising under the partnership agreement, except as stated
elsewhere in
this agreement and/or any equalization payments set forth herein.
Section 8. POWER OF ATTORNEY TO LIQUIDATING PARTNER
. Each partner,
being fully
informed and aware that this grant of authority is a special power of attorney coupled with an
interest and
is thus irrevocable, hereby constitutes and appoints the liquidating partner as that partner's
attorney-in-fact,
in his or her name and for his or her use and benefit to prepare, execute, acknowledge, verify, file,
record,
and publish any agreements, notices, tax returns, billings, payments, and other documents required
to be
prepared and filed to effect the dissolution, liquidation, or termination of the partnership pursuant
to the
terms of this agreement and under the laws of .
Section 9. RETURN OF EQUIPMENT
: During the duration of the partnership, the partners
may have
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utilised services and equipment, allocated to complete tasks of the partnership, free of charge. Such
services
and equipment will be returned to the ____________________ and such return will not be
considered a distribution
of partnership assets.
Section 10. SUCCESSORS
. This agreement shall benefit and be binding on the respective heirs,
executors, administrators, legatees, distributees, devisees, representatives, assignees, and other
successors
of each partner.
This Agreement is executed in the State of ____________________ , and is effective on the last
date signed by the last
Partner to sign hereunder.
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