"Partnership Dissolution Agreement Template"

What Is a Partnership Dissolution Agreement?

A Partnership Dissolution Agreement is a legal contract that is used when partners want to end their partnership. The purpose of the document is to create a plan for the dissolution of the partnership, that will contain the steps that are supposed to be made in order to break the partnership.

Alternate Name:

  • Dissolution of Partnership Agreement.

The agreement is not the final point of ending the partnership, in reality, it is the reverse, it marks the beginning of the process which will separate it. Along with outlining the plan, the Dissolution of Partnership Agreement also provides information on how the partnership assets will be divided, which responsibilities each partner will have during this process, and creates a clear timeline of dissolution events.

Usually, a Partnership Dissolution Agreement is used to end a partnership if the partners did not sign a Partnership Agreement, or if they did not state that the partnership should be separated in any other way. In cases when partners do not want to dissolve their partnership, but one or several of them are willing to leave it, they can use a Notice of Withdrawal From Partnership to notify other partners about their decision. If their shares will be acquired by new partners, the partnership can continue existing, but with the new partners filling the previous partners role.

A Partnership Dissolution Agreement PDF can be downloaded below, or you can make your own using our online form builder.

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How to Write a Partnership Dissolution Agreement?

The agreement is a very complex document with many sections dedicated to different aspects of the process. A Partnership Dissolution Agreement template can contain parts, which include the following:

  • Information About the Parties. In the first part of the document, the parties should state their full names and addresses, which are needed for identification purposes. The address should contain a zip code, country, city, street, and building number. If the partners have any management roles, then they should be stated here as well;
  • Partnership Information. The agreement should include information about the partnership, such as its legal name, business purpose, location, capital, etc. The purpose of the partnership should briefly describe its main business direction;
  • The Subject. Here the parties are supposed to express their intention to dissolve the partnership. They should state that they acknowledge and consent to end the partnership and liquidate and divide its assets;
  • Dissolution Plan. Parties use this part of the contract to set a plan for partnership dissolution. The plan can include tasks like completing the holding inventory and setting obligations. The plan should also describe all of the paperwork that has to be done in order to cease the partnership;
  • Liquidation. All of the assets that are supposed to be liquidated should be listed here. This part can also state how they will be liquidated, who will be in charge of this process, what is the estimated time period for it;
  • Assets Distribution. This is the part where the partners will describe how the remaining asset will be divided and distributed among the partners;
  • Signatures. To express their content with everything written in the contract, and state that they are entering the contract fully lucid and under their own free will, the parties should sign the contract. After the document is dated, each partner should keep a copy of it in their records.

Parties can include other sections in the agreement that they have negotiated, such as jurisdiction, severability, representatives, governing law, amendments, indemnification, a non-disclosure clause, etc.


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Partnership Dissolution Agreement
This ​ P artnership Dissolution Agreement (hereinafter referred to as the “Agreement”) is
entered into as of ________________ by and between ______________________, with a
mailing address of ________________________________________________________
___________________________________ (hereinafter referred to as the “First Partner”)
and ______________________, with a mailing address of ________________________
________________________________ (hereinafter referred to as the “Second Partner”),
collectively referred to as the “Partners,” both of whom agree to be bound by this
Agreement.
WHEREAS the Partners entered into a Partnership (hereinafter referred to as the
“Partnership”) with one another on ________________ to carry on the business of
__________________________________________________________________
__________________________________________________________________
Description of the Partnership’s Business
The Partnership conducted its business from the premises located at ___________
___________________ under the name _________________________________;
AND WHEREAS the Partners now wish to dissolve the Partnership;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration
of the mutual covenants and agreements herein contained and subject to the terms
and conditions hereafter set out, the Partners hereto agree as follows:
1.
Dissolution.
The
Partners
agree
to
dissolve
the
Partnership
effective
________________ (hereinafter referred to as the “Dissolution Date”). Effective as of the
Dissolution Date, all of the assets of the Partnership will be distributed to the Partners pro
rata in accordance with their respective interests in the Partnership, and all of the
liabilities of the Partnership will be assumed by the Partners pro rata in the same
proportion.
2. Indemnification. ​ E ach Partner hereby indemnifies and saves harmless the other
Partner from and against any claims, demands, actions, losses, and damages suffered by
such Partners resulting from the failure of the Partner to pay and discharge any portion of
any Partnership liability which such Partner has assumed by virtue of this Agreement.
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Partnership Dissolution Agreement
This ​ P artnership Dissolution Agreement (hereinafter referred to as the “Agreement”) is
entered into as of ________________ by and between ______________________, with a
mailing address of ________________________________________________________
___________________________________ (hereinafter referred to as the “First Partner”)
and ______________________, with a mailing address of ________________________
________________________________ (hereinafter referred to as the “Second Partner”),
collectively referred to as the “Partners,” both of whom agree to be bound by this
Agreement.
WHEREAS the Partners entered into a Partnership (hereinafter referred to as the
“Partnership”) with one another on ________________ to carry on the business of
__________________________________________________________________
__________________________________________________________________
Description of the Partnership’s Business
The Partnership conducted its business from the premises located at ___________
___________________ under the name _________________________________;
AND WHEREAS the Partners now wish to dissolve the Partnership;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration
of the mutual covenants and agreements herein contained and subject to the terms
and conditions hereafter set out, the Partners hereto agree as follows:
1.
Dissolution.
The
Partners
agree
to
dissolve
the
Partnership
effective
________________ (hereinafter referred to as the “Dissolution Date”). Effective as of the
Dissolution Date, all of the assets of the Partnership will be distributed to the Partners pro
rata in accordance with their respective interests in the Partnership, and all of the
liabilities of the Partnership will be assumed by the Partners pro rata in the same
proportion.
2. Indemnification. ​ E ach Partner hereby indemnifies and saves harmless the other
Partner from and against any claims, demands, actions, losses, and damages suffered by
such Partners resulting from the failure of the Partner to pay and discharge any portion of
any Partnership liability which such Partner has assumed by virtue of this Agreement.
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The Partners hereby release and forever discharge one another from any and all claims,
demands, actions, losses, and damages whatsoever arising from or relating to the
Partnership, with the exception of any claims, demands, actions, losses, and damages
arising from or resulting from the terms and conditions of this Agreement.
3. Liquidating Partner. ____________________________ (hereinafter referred to as
the "Liquidating Partner") shall coordinate and be responsible for the liquidation of the
Partnership, the satisfaction of its liabilities, and any other acts reasonable required to
wind up the affairs of the Partnership. The Liquidating Partner shall do the following:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
The Liquidating Partner shall receive the sum of $__________________ as compensation
for their services.
4. Indemnification. ​ E ach Partner hereby indemnifies each other Partner against any
award, charge, claim, compensatory damages, costs, diminution in value, expense, fee,
fine, interest, judgment, liability, penalty, or other loss suffered by the other Partner as a
result of the Partner’s failure to pay and discharge any part of the Partnership’s liability
the Partner has assumed under this dissolution agreement.
5. Release and Discharge of Claims. ​ T he Partners hereby release and forever discharge
one another from all claims, demands, actions, losses, or damages relating to the
Partnership. However, each Partner remains responsible for any claims, demands,
actions, losses, or damages arising or resulting from the terms of this Agreement.
6. Return of Property. During the Partnership, the Partners may have used service or
equipment to complete tasks related to the Partnership, free of charge, The Partners shall
return these services or equipment to the Liquidating Partner within ___________ days of
the Dissolution Date, and this return will not be considered a distribution of the
Partnership's assets.
7. Legal and Binding Agreement. ​ T his Agreement is legal and binding between the
Partners as stated above. This Agreement may be entered into and is legal and binding
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both in the United States and throughout Europe. The Partners each represent that they
have the authority to enter into this Agreement.
8. Governing Law. ​ T he Partners agree that this Agreement shall be additionally
governed by the laws of _____________________.
State
The Partners agree to the terms and conditions set forth above as demonstrated by their
signatures as follows:
_________________________________
_________________________________
First Partner’s Printed Name
First Partner’s Witness Printed Name
_________________________________
_________________________________
First Partner’s Signature
First Partner’s Witness Signature
_________________________________
_________________________________
Date
Date
_________________________________
_________________________________
Second Partner’s Printed Name
Second Partner’s Witness Printed Name
_________________________________
_________________________________
Second Partner’s Signature
Second Partner’s Witness Signature
_________________________________
_________________________________
Date
Date
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