Partnership Dissolution Agreement - Template Form

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 City/Municipality of ___________________________, Province of ___________________________, by and between:

________, of legal age, residing at ________

- and -

________, of legal age, residing at ________

Collectively, the "Partners".

WHEREAS, ________ (the "Partnership") is a partnership with principal address at ________;

WHEREAS, the Partnership was formed for the following purpose:

________

WHEREAS, the Partners entered into the Partnership and have continued in business together under the provisions of the Articles of Partnership dated ________ which was registered with the Securities and Exchange Commission last ________. A copy of the Articles of Partnership and the Certificate of Registration is hereto attached as Annex "A" and Annex "B", respectively;

WHEREAS, the Partners now intend to dissolve the Partnership and liquidate its affairs pursuant to a plan by which the Partners liquidate the assets of the Partnership and distribute to the Partners any proceeds remaining after the payment of all liabilities of the Partnership.

NOW THEREFORE, in consideration of and as a condition of the Partners entering into this Agreement, the Parties agree to the following:

ARTICLE I. DISSOLUTION

The Partners mutually agree on the dissolution of the Partnership which will become effective on ________. The Partners will thereafter promptly liquidate and wind up the affairs of the Partnership.

The Partners agree to perform all acts required for the dissolution of the Partnership, including reporting the dissolution to the Securities and Exchange Commission and other government entities, if necessary.

The Partners agree that no contracts or obligations shall be entered into on behalf of the Partnership after the dissolution of the Partnership except as may be necessary to wind up the affairs of the Partnership or to complete transactions that were begun before the dissolution but has not yet been finished.

The Partners also agree to publish a notice of dissolution at least once in a newspaper of general circulation in each place at which the Partnership has regularly conducted its business.

The Partners also agree to send a notice, either by personal delivery, mail, or other usual means of written communication, to suppliers and clients that the Partnership has conducted business with.

ARTICLE II. WINDING UP AND LIQUIDATION

________ is appointed as the Liquidating Partner to carry out the terms of this Agreement.

________ will be responsible for determining or causing to be determined the extent and whereabouts of all Partnership assets and inventory. ________ is authorized to sell or otherwise dispose of any inventory or assets for the purpose of payment of all the liabilities of the Partnership.

________ shall determine, or cause to be determined, the tax obligations of the Partnership. ________ shall then prepare and file, or cause to be prepared and filed, any and all necessary tax forms and/or returns.

________ shall inform all employees and all necessary agencies of the liquidation of the Partnership in accordance with the Labor Code of the Philippines and other relevant rules and regulations.

________ shall receive ________ (₱________) as compensation for fulfilling their duties as the Liquidating Partner.

Immediately following the the dissolution of the Partnership, the Partners shall cause an accounting to be made by ________ of all the assets, liabilities, and net worth of the Partnership as of the effective date of the dissolution.

________ will provide all the Partners with a Statement of Account for the Partnership. Said Statement will include a complete list of inventory, as well as any assets, liabilities, and/or other debts belonging to the Partnership. The Statement of Account will become a matter of record in the Partnership's books and all Partners may access said books when necessary or desired.

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On completion of the accounting, the Partners shall pay all the liabilities of the Partnership in the following order:

1. Those owing to creditors other than the Partners (including but not limited to unpaid wages 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.

All amounts to be distributed as profits shall be distributed equally between the Partners.

All Partners have the right, directly or through a 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

Each Partner releases all other Partners from any and all claims known claims, actions, and demands arising as a result of the Partnership. This release does not prevent a Partner from bringing suit under this Dissolution Agreement, should this Agreement not be fulfilled according to the rules set forth.

The Partners agree to indemnify and hold harmless ________, the Liquidating Partner, from claims, damages, or obligations, of any kind with regard to their duties in liquidating this Partnership, unless the claims or losses come as a result of the Liquidating Partner's breach of contract, unethical behavior, and/or grossly negligent actions.

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 be settled amicably between the Partners. In the event that the dispute cannot be resolved amicably, the same shall be submitted to the proper courts of the Philippines having jurisdiction, 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 on, 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.

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

9. This Agreement supersedes any prior understandings or written or oral agreements between the Partners respecting the subject matter of this Agreement, including the Partnership Agreement, to the extent that the understanding or agreement conflicts with any provision of this Agreement.

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

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

________
TIN - ________

________
TIN - ________

ACKNOWLEDGMENT

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

BEFORE ME, a Notary Public, for and in CITY OR MUNICIPALITY OF......................................,......................................, this............. day of................................, 20........., personally appeared the following persons:

1. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________ and

2. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________

known to me and to me known to be the same persons who the foregoing Partnership Dissolution Agreement constituting............. pages, including this page where the 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 place above written.

NOTARY PUBLIC

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