Notice of Withdrawal from a Partnership - Template Form

NOTICE OF WITHDRAWAL FROM A PARTNERSHIP

Served pursuant to the Partnership Act 1890 and the terms of the Partnership Agreement

Date of Notice: ________

FROM: ________ (the "Withdrawing Partner"), of:

________

TO / FOR THE ATTENTION OF: the continuing partners of ________ (together the "Remaining Partners").

RECITALS

1. The partnership trading as ________ (the "Partnership") was constituted by a written Partnership Agreement dated ________ (the "Partnership Agreement"), and carries on business at ________.
2. The principal business and purpose of the Partnership is:

________

3. The Withdrawing Partner holds a ________ share or interest in the capital, assets and profits of the Partnership.

1. NOTICE OF WITHDRAWAL

1. 1.1 The Withdrawing Partner hereby gives formal written notice of his/her/their voluntary withdrawal and retirement from the Partnership, in accordance with the Partnership Agreement and (where applicable) sections 26 and 32 of the Partnership Act 1890.
2. 1.2 This notice is given in writing and is served by registered or recorded delivery post upon the Remaining Partners at their last known address(es), as required by the Partnership Agreement.
3. 1.3 The period of notice given by the Withdrawing Partner is ________, and accordingly the withdrawal shall take effect on and from ________ (the "Withdrawal Date").

2. EFFECT OF WITHDRAWAL

1. 2.1 With effect from the Withdrawal Date, the Withdrawing Partner shall cease to be a partner in the Partnership and shall cease to participate in the management, profits and losses of the Partnership, save in respect of accrued rights and liabilities up to the Withdrawal Date.
2. 2.2 The Partnership shall not be dissolved by reason of this withdrawal where the Partnership Agreement provides for its continuance among the Remaining Partners, who shall continue the business and assume all subsisting assets and liabilities of the Partnership.
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3. BUYOUT OF THE WITHDRAWING PARTNER'S INTEREST

1. 3.1 In accordance with the Partnership Agreement, the Remaining Partners have offered to purchase the Withdrawing Partner's entire share and interest in the Partnership for the sum of £________ (the "Buyout Price").
2. 3.2 The Buyout Price shall be payable by ________ and on completion the Withdrawing Partner shall execute all documents reasonably required to transfer his/her/their interest to the Remaining Partners free of encumbrances.
3. 3.3 The Partnership accounts shall be drawn up to the Withdrawal Date and any final adjustment in respect of capital, undrawn profits, drawings or amounts owing shall be settled in accordance with the Partnership Agreement.

4. CONTINUING OBLIGATIONS

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2. 4.2 Nothing in this notice shall release the Withdrawing Partner from liability for partnership debts and obligations incurred prior to the Withdrawal Date, save as expressly agreed in writing between the parties.

5. GOVERNING LAW AND JURISDICTION

1. 5.1 This notice and the Partnership Agreement are governed by and construed in accordance with the laws of England and Wales.
2. 5.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim arising out of or in connection with this notice or its subject matter.

IN WITNESS WHEREOF, the Withdrawing Partner has executed this Notice of Withdrawal as of the date set out below, and the same is hereby acknowledged by the Remaining Partners.

SIGNED by the Withdrawing Partner:

________

Signature: ___________________

Date: ________

In the presence of (Witness):

Witness Name: ________

Witness Address: ________

Witness Signature: ___________________

ACKNOWLEDGED AND RECEIVED by the Remaining Partners:

________, of:

________

Signature: ___________________

Date: ________

________, of:

________

Signature: ___________________

Date: ________