Deed of Partnership Dissolution - Template, Sample Form Pro · AU-law

PARTNERSHIP DISSOLUTION DEED

________

This Partnership Dissolution Deed (this "Deed") is made on ________ (the "Execution Date") between the following parties (each a "Partner" and together the "Partners"):

________ (ABN ________), of:

________

and

________ (ABN ________), of:

________

BACKGROUND

A. ________ (the "Partnership"), carrying on business under ABN ________, has its principal place of business at:

________

B. The Partners have carried on the business of the Partnership for the following purpose:

________

C. The Partners entered into and have continued in business together under the provisions of a written partnership agreement dated ________, a copy of which is attached and incorporated by reference into this Deed (the "Partnership Agreement").

D. The Partners now intend to dissolve the Partnership, realise its assets and distribute to the Partners any surplus remaining after payment of all liabilities of the Partnership, in accordance with the Partnership Act 1892 (NSW) and the Partnership Agreement.

E. This Deed sets out the terms on which the Partnership is to be dissolved and wound up.

IN CONSIDERATION OF the mutual promises set out in this Deed and other valuable consideration, the receipt and sufficiency of which are acknowledged, the Partners agree as follows:

(1) DISSOLUTION AND WINDING UP

(a) The Partners dissolve the Partnership, effective at the close of business on ________ (the "Dissolution Date"), and shall thereafter promptly wind up and liquidate the affairs of the Partnership (this process being the "Dissolution").

(b) The Dissolution shall comply with:

(I) the terms of the Partnership Agreement; and

(II) the Partnership Act 1892 (NSW) and all other relevant laws in force in ________.

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(f) In relation to the sale of any Partnership assets ("Assets") which the Partners are selling to a third party outside the Partnership, the Partners must cooperate and act diligently to maximise the sale price of those Assets and to sell them as expeditiously as practicable.

(g) The Partners may, by unanimous consent, agree that a particular Asset be transferred to a particular Partner at an agreed price.

(h) Any Partner electing to receive one or more Assets may receive the Asset(s) in specie rather than receiving a share of the monetary proceeds of sale of that Asset, and the agreed value of any Asset so received may be set off against that Partner's share in any final distribution of Partnership proceeds.

(i) If the Partners do not unanimously consent to a particular Asset being transferred to a Partner, or do not agree on the price at which such distribution is to occur, then the Asset must be sold to a third party.

(j) The Partners will engage ________ (the "Accountant") to assist with and advise in relation to the Dissolution. The Partners will at all times act in accordance with the advice of the Accountant in relation to the Dissolution.

(k) The Accountant will provide the Partners with a statement which includes a complete list of inventory, together with all assets, liabilities and other debts of the Partnership (the "Accounting").

(l) On completion of the Accounting, the Partners shall pay all liabilities of the Partnership, including those owed to Partners, from Partnership funds, in the order of priority and in accordance with the Partnership Act 1892 (NSW).

(m) After accounting for all assets and liabilities of the Partnership, if there is a shortfall, each Partner will bear that Partner's share of the loss in proportion to that Partner's respective share in the Partnership. Such payments must be calculated to fully discharge the creditors of the Partnership and must be paid in full by the Partners on or before ________.

(n) After accounting for all assets and liabilities of the Partnership, if there is a surplus, all amounts remaining after payment of the liabilities described above shall be distributed between the Partners in the following proportions (the "Dissolution Distribution"): ________.

(o) Each Partner will accept that Partner's Dissolution Distribution, in the amount described above, in full and final satisfaction of that Partner's rights and interest in the Partnership.

(p) Except as disclosed in the books and records of the Partnership, each Partner represents and warrants that the Partner has not contracted any liability that can or may be charged to the Partnership or any other Partner, nor has the Partner received or discharged any of the credits, moneys or effects of the Partnership.

(q) If a dispute arises between the Partners in relation to the Dissolution:

(I) the Partners will first attempt to resolve the dispute in good faith between themselves; and

(II) if the Partners are unable to resolve the dispute between themselves, the Partners will endeavour to agree upon an independent expert to be appointed to determine the dispute; and

(III) if the Partners are unable to agree on an independent expert, the President for the time being of the Law Society of ________ shall appoint an expert to determine the dispute, who shall act as an expert and not as an arbitrator and whose determination shall be final and binding save for manifest error.

(r) Each Partner shall have the right, directly or through a representative, at all reasonable times, to examine the books and records of the Partnership to establish and enforce that Partner's rights under this Deed.

(2) RELEASE AND INDEMNITY

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(3) WARRANTIES REGARDING LEGAL ADVICE

Each Partner (for the purposes of this clause referred to as the "Warranting Party" as the context requires) warrants:

(a) that the Warranting Party fully understands the terms of this Deed;

(b) that the Warranting Party has had the opportunity to obtain independent legal advice in relation to the matters addressed by this Deed and the Warranting Party has either:

(I) taken such independent legal advice; or

(II) elected not to take such independent legal advice; and

(c) that the Warranting Party has not been induced to enter into this Deed by any representation made by any other Partner or by any officer, employee, director, agent, contractor, assignee, successor or other representative of any other Partner, except as set out in this Deed.

(4) MISCELLANEOUS

(a) This Deed is governed by and construed in accordance with the laws of ________, and each Partner submits to the non-exclusive jurisdiction of the courts of that State and the courts competent to hear appeals from them.

(b) Any variation of this Deed must be in writing and signed by all Partners.

(c) A Partner may not assign any of its rights or benefits under this Deed except with the prior written consent of all other Partners.

(d) The Partners covenant that they will execute any further instruments and documents that are or may become necessary or convenient to give effect to this Deed.

(e) The headings in this Deed are for convenience only and do not affect its construction.

(f) This Deed is binding on, and enures to the benefit of, the Partners and their respective heirs, executors, administrators, legal personal representatives, successors and permitted assigns.

(g) If any provision of this Deed is held to be invalid, illegal or unenforceable in any respect, that invalidity, illegality or unenforceability does not affect any other provision of this Deed, and this Deed is to be construed as if the invalid, illegal or unenforceable provision had never been contained in it.

(h) This Deed may be executed in any number of counterparts, including electronic counterparts, and all counterparts together constitute one and the same instrument.

(i) This Deed contains the entire agreement between the Partners in relation to the Dissolution and supersedes all prior negotiations, representations, understandings and agreements, whether written or oral, between the Partners concerning the subject matter of this Deed.

(j) No failure or delay by any Partner in exercising any right, power or remedy under this Deed operates as a waiver of that right, power or remedy, nor does any single or partial exercise of any such right, power or remedy preclude any further exercise of it or the exercise of any other right, power or remedy.

EXECUTED AS A DEED on ________

Signed, sealed and delivered by ________:

_____________________________
________

In the presence of:

_____________________________
Witness Signature

_____________________________
Witness Name

_____________________________
Witness Occupation

_____________________________

_____________________________
Witness Address

Signed, sealed and delivered by ________:

____________________________
________

In the presence of:

_____________________________
Witness Signature

_____________________________
Witness Name

_____________________________
Witness Occupation

_____________________________

_____________________________
Witness Address