Partnership Dissolution Agreement - Template Form Pro · NG-law

✓ Valid in Nigeria · drafted to comply with local law

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Partnership Dissolution Agreement - Template Form

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PARTNERSHIP DISSOLUTION AGREEMENT

THIS PARTNERSHIP DISSOLUTION AGREEMENT (the "Agreement") is made on ________ (the "Effective Date").

BETWEEN

________, of the following address:

________ (the "First Partner");

AND

________, of the following address:

________ (the "Second Partner").

The First Partner and the Second Partner are hereinafter referred to individually as a "Partner" and collectively as the "Partners" or the "Parties".

BACKGROUND

A. ________ (the "Partnership"), with business registration number ________ registered with the Corporate Affairs Commission and Taxpayer Identification Number ________, is a partnership carried on by the Partners with the following principal place of business:

________

B. The Partners have operated the Partnership for the following purposes:

________

C. The Partners entered into and have continued in partnership pursuant to a written partnership agreement dated ________ (the "Partnership Agreement").

D. The Partners now desire to dissolve the Partnership, liquidate all of its assets, settle all of its liabilities and distribute the proceeds remaining after the payment of all liabilities of the Partnership in accordance with the terms set out herein.

E. This Agreement is made having regard to the provisions of the Partnership Act and the relevant Partnership Law applicable in the State in which the Partnership is registered, the Companies and Allied Matters Act 2020, and the general principles of partnership law applicable in the Federal Republic of Nigeria.

IN CONSIDERATION of the mutual covenants, promises and other valuable consideration contained in this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. DISSOLUTION OF PARTNERSHIP

1.1 The Partners agree that with effect from ________ (the "Dissolution Date"), the Partnership shall be dissolved and the Partners shall thereafter liquidate and wind up the affairs of the Partnership.

1.2 Save for the purpose of carrying out the liquidation and winding up of the affairs of the Partnership, the Partners agree not to transact any further business in the name of the Partnership following the Dissolution Date.

2. LIQUIDATION

2.1 ________ (the "Liquidating Partner") is hereby appointed to wind up the affairs of the Partnership and shall have authority to do the following:

(i) to make an inventory of, collect and realise all the assets of the Partnership;

(ii) to sell, distribute or otherwise dispose of the assets of the Partnership and to execute all documents necessary for such purpose;

(iii) to ascertain, settle and discharge all the debts, taxes and liabilities of the Partnership; and

(iv) to determine and discharge the tax obligations of the Partnership, including preparing and filing all necessary tax returns with the relevant tax authorities.

2.2 The Liquidating Partner shall act in good faith and in the best interests of the Partnership and shall keep proper records of all acts done in the course of the winding up.

3. ACCOUNTING

3.1 Following the dissolution of the Partnership, the Liquidating Partner shall render a true and full account of all the assets, liabilities and net worth of the Partnership.

3.2 The Liquidating Partner shall prepare a statement of account showing all the assets and liabilities of the Partnership, and such statement shall be made available to all the Partners.

3.3 The Liquidating Partner shall be entitled to remuneration at the rate of \u20a6________ (________) per hour for the proper discharge of their duties under this Agreement.

4. SETTLING OF ACCOUNTS

4.1 Upon completion of the accounting, all the assets of the Partnership, or the proceeds therefrom, shall be applied and distributed in the following order of priority:

(i) in payment of the debts, taxes and liabilities of the Partnership owing to creditors other than the Partners;

(ii) in reimbursement of expenses reasonably incurred in connection with the dissolution and winding up of the Partnership;

(iii) in payment to the Liquidating Partner of any unpaid costs, fees or expenses to which the Liquidating Partner is reasonably entitled; and

(iv) in payment to the Partners in accordance with their respective entitlements as set out in this Agreement and the Partnership Agreement.

4.2 Subject to clause 4.1, the Partners shall share the remaining assets and bear any remaining liabilities of the Partnership in the following proportions: First Partner – ________; Second Partner – ________.

4.3 Where the assets of the Partnership are insufficient to discharge its liabilities, the Partners shall contribute towards the deficiency in the same proportions in which they were entitled to share in the profits of the Partnership.

5. RELEASE AND MUTUAL DISCHARGE

6. INDEMNITY

6.1 Each Partner shall indemnify and keep indemnified the other Partner(s) against any loss, liability, cost or expense which may be incurred as a result of that Partner's breach of this Agreement.

7. AMENDMENT AND WAIVERS

7.1 No amendment to this Agreement shall be valid or binding unless it is made in writing and executed by all the Partners. No waiver of any provision of this Agreement shall be effective or binding unless it is made in writing and signed by the Party purporting to give the waiver, and no single or partial waiver shall constitute a waiver of any other right.

8. ASSIGNMENT

8.1 No Party shall assign or transfer any of its rights or obligations under this Agreement to any third party without the prior written consent of the other Party.

9. CONFIDENTIALITY AND DATA PROTECTION

9.1 The Parties undertake that they shall not disclose or communicate to any third party any confidential information relating to this Agreement, the Partnership or the transactions contemplated herein which may come to their knowledge, save as may be required by law or by any competent regulatory authority.

9.2 The Parties shall use their best endeavours to prevent the publication or disclosure of any such confidential information.

9.3 To the extent that the performance of this Agreement involves the processing of personal data, the Parties shall comply with the Nigeria Data Protection Act 2023 and all applicable regulations made thereunder.

10. GOVERNING LAW

10.1 This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

11. NOTICES

11.1 Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by registered post, or transmitted by electronic mail to the address of the relevant Party set out in this Agreement, or to such other address as the Party may notify in writing from time to time.

12. SEVERABILITY

12.1 In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect and shall not be affected or impaired thereby.

13. DISPUTE RESOLUTION

13.1 In the event of any dispute, controversy or claim arising out of or in connection with this Agreement, the Parties shall first endeavour to resolve the same amicably through mutual negotiation.

13.2 Where such dispute cannot be resolved within thirty (30) days, the matter shall be referred to mediation at ________, and failing settlement, may be referred to the appropriate court of competent jurisdiction in the Federal Republic of Nigeria.

14. JURISDICTION

14.1 Subject to clause 13, the Parties agree that the courts of the Federal Republic of Nigeria, and in particular the High Court of ________, shall have jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

15. ENTIRE AGREEMENT

15.1 This Agreement, together with any documents referred to herein, constitutes the entire agreement between the Parties and supersedes any prior written or oral agreement, representation or understanding made between them in relation to its subject matter.

16. COUNTERPARTS

16.1 This Agreement may be executed in any number of counterparts, each of which when executed shall constitute an original, but all the counterparts together shall constitute one and the same agreement.

IN WITNESS WHEREOF the Parties hereto have executed this Agreement in the manner below the day and year first above written.

SIGNED by the within named First Partner ________

__________________________

in the presence of:

Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................

SIGNED by the within named Second Partner ________