Partnership Dissolution Agreement - Template Form Pro · PH-law

PARTNERSHIP DISSOLUTION AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Partnership Dissolution Agreement (the “Agreement”) is made and entered into this ________ day of ________, 20________, at the City/Municipality of ________, Province of ________, Republic of the Philippines, by and between:

________, Filipino, of legal age, with residence at ________;

- and -

________, Filipino, of legal age, with residence at ________.

(Collectively referred to as the “Partners,” and each individually as a “Partner.”)

RECITALS

WHEREAS, ________ (the “Partnership”) is a partnership duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office address at ________;

WHEREAS, the Partnership was constituted for the following purpose:

________;

WHEREAS, the Partners entered into and have continued in business together under the provisions of the Articles of Partnership dated ________, which Articles were registered with the Securities and Exchange Commission (the “SEC”) on ________ under SEC Registration No. ________. A copy of the Articles of Partnership and of the Certificate of Registration is hereto attached as Annex “A” and Annex “B,” respectively, and made integral parts hereof;

WHEREAS, the Partners now mutually desire to dissolve the Partnership and to wind up and liquidate its affairs, pursuant to a plan whereby the Partners shall liquidate the assets of the Partnership and distribute to the Partners any proceeds remaining after payment of all the liabilities of the Partnership, in accordance with Articles 1828 to 1842 of the Civil Code of the Philippines;

NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants hereinafter set forth, the Partners hereby agree as follows:

ARTICLE I. DISSOLUTION

§ 1.01. The Partners mutually agree to dissolve the Partnership, which dissolution shall become effective on ________ (the “Effective Date”). The Partners shall thereafter promptly proceed to wind up and liquidate the affairs of the Partnership pursuant to Articles 1828 and 1829 of the Civil Code of the Philippines.

§ 1.02. The Partners shall perform all acts required for the dissolution of the Partnership, including the filing of the appropriate notice or application for dissolution with the Securities and Exchange Commission, the Bureau of Internal Revenue, the local government unit concerned, and such other government agencies as may be necessary.

§ 1.03. No contract or obligation shall be entered into on behalf of the Partnership after the Effective Date, except such as may be necessary to wind up the affairs of the Partnership or to complete transactions begun but not yet finished as of the Effective Date, in accordance with Article 1832 of the Civil Code of the Philippines.

§ 1.04. The Partners shall cause a notice of dissolution to be published at least once in a newspaper of general circulation in each place where the Partnership has regularly conducted its business.

§ 1.05. The Partners shall send notice of the dissolution, whether by personal delivery, mail, or other usual means of written communication, to all suppliers, creditors, and clients with whom the Partnership has transacted business, consistent with Article 1834 of the Civil Code of the Philippines.

ARTICLE II. WINDING UP AND LIQUIDATION

§ 2.01. ________ is hereby appointed as the Liquidating Partner to carry out the terms of this Agreement and to wind up the affairs of the Partnership.

§ 2.02. The Liquidating Partner shall determine, or cause to be determined, the extent and whereabouts of all Partnership assets and inventory, and is hereby authorized to sell or otherwise dispose of any inventory or asset for the purpose of paying all the liabilities of the Partnership.

§ 2.03. The Liquidating Partner shall determine, or cause to be determined, the tax obligations of the Partnership and shall prepare and file, or cause to be prepared and filed, any and all necessary tax returns and forms with the Bureau of Internal Revenue, and shall secure the corresponding tax clearance.

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§ 2.05. The Liquidating Partner shall receive ________ Pesos (₱________) as compensation for the discharge of their duties as Liquidating Partner.

§ 2.06. Immediately following the dissolution of the Partnership, the Partners shall cause an accounting to be made by the Liquidating Partner of all the assets, liabilities, and net worth of the Partnership as of the Effective Date.

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§ 2.08. Except as disclosed in the books and records of the Partnership, each Partner represents and warrants that no Partner has previously contracted any liability that may be charged to the Partnership or to any other Partner, nor has any Partner received or discharged any of the credits, moneys, or effects of the Partnership.

§ 2.09. Upon completion of the accounting, the Partners shall apply and pay the liabilities of the Partnership in the following order of priority, in accordance with Article 1839 of the Civil Code of the Philippines:

1. Those owing to creditors other than the Partners (including, but not limited to, unpaid wages and benefits owing to employees and taxes and other amounts owing to the government);

2. Those owing to the Partners other than for capital and profits;

3. Those owing to the Partners in respect of capital; and

4. Those owing to the Partners in respect of profits.

§ 2.10. All amounts to be distributed as profits, and any residual assets after satisfaction of the foregoing liabilities, shall be distributed among the Partners in the following proportions: ________.

§ 2.11. Each Partner shall have the right, directly or through a duly authorized representative, to examine the books and pertinent records of the Partnership at all reasonable times to establish and enforce their rights under this Agreement.

ARTICLE III. RELEASE AND INDEMNIFICATION

§ 3.01. Subject to the full and faithful performance of this Agreement, each Partner hereby releases all other Partners from any and all known claims, actions, and demands arising as a result of the Partnership. This release shall not prevent any Partner from bringing an action under this Agreement should the same not be fulfilled in accordance with its terms.

§ 3.02. The Partners agree to indemnify and hold free and harmless the Liquidating Partner from any and all claims, damages, or obligations of any kind arising from the performance of their duties in liquidating the Partnership, except to the extent that such claims or losses arise from the Liquidating Partner’s breach of contract, fraud, bad faith, or gross negligence.

ARTICLE IV. MISCELLANEOUS PROVISIONS

1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

2. Any dispute arising out of or in connection with this Agreement shall first be settled amicably between the Partners. In the event the dispute cannot be resolved amicably, the same shall be submitted to the proper courts of ________, to the exclusion of all other venues.

3. No amendment, modification, or waiver of any provision of this Agreement shall be valid or binding unless made in writing and signed by all the Partners.

4. This Agreement constitutes the entire agreement between the Partners with respect to the dissolution and winding up of the Partnership and supersedes all prior negotiations, representations, and agreements, whether written or oral, relating to the subject matter hereof.

5. This Agreement shall be binding upon, and inure to the benefit of, the Partners and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

6. This Agreement shall not be strictly construed against either Partner.

7. If any provision of this Agreement shall, for any reason, be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

8. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes.

9. Any processing of personal data of the Partners, employees, or third parties undertaken in connection with this dissolution shall be carried out in accordance with the Data Privacy Act of 2012 (Republic Act No. 10173) and its implementing rules and regulations.

10. The representations and warranties set forth in this Agreement shall be continuous and shall survive the taking of any accounting and the dissolution and winding up of the Partnership as contemplated herein.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and at the place first above written.

________
TIN - ________

________
TIN - ________

SIGNED IN THE PRESENCE OF:

________                    ________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )
PROVINCE OF ________ )
CITY OR MUNICIPALITY OF ________ ) S.S.

BEFORE ME, a Notary Public for and in the City/Municipality of ________, this ________ day of ________, 20________, personally appeared the following persons:

1. ________, with the following competent proof of identification: ________ with number ________ which expires on ________; and

2. ________, with the following competent proof of identification: ________ with number ________ which expires on ________;

known to me and to me known to be the same persons who executed the foregoing Partnership Dissolution Agreement consisting of ________ pages, including this page on which this Acknowledgment is written, and they acknowledged to me that the same is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL on the date and at the place above written.

NOTARY PUBLIC

Doc. No. ________;
Page No. ________;
Book No. ________;
Series of 20____.