Notice of Withdrawal from Partnership - Template Form

NOTICE OF VOLUNTARY WITHDRAWAL FROM PARTNERSHIP

(Pursuant to the Uniform Partnership Act as adopted in the State of ________)

State of ________

Dated: ________

TO: The Partners of ________ (the “Partnership”)

§ 1. IDENTIFICATION OF WITHDRAWING PARTNER. The undersigned, ________ (the “Withdrawing Partner”), whose principal address is set forth below, hereby gives formal written notice of withdrawal from the Partnership:

________

§ 2. THE PARTNERSHIP. The Withdrawing Partner is a partner in the Partnership known as ________, a general partnership organized and existing under the laws of the State of ________ pursuant to a written Partnership Agreement dated ________ (as amended from time to time, the “Partnership Agreement”), having its principal place of business at ________, and formed for the following purpose:

________

§ 3. NOTICE OF EXPRESS WILL TO WITHDRAW. Pursuant to the applicable provisions of the Uniform Partnership Act as adopted in the State of ________ and the terms of the Partnership Agreement, the Withdrawing Partner hereby gives notice of the Withdrawing Partner’s express will to voluntarily dissociate and withdraw from the Partnership and thereby ceases to be associated in the carrying on of the Partnership business as of the Effective Date set forth in § 4.

§ 4. EFFECTIVE DATE. The withdrawal shall be effective as of the close of business on ________ (the “Effective Date”).

§ 5. NOTICE PERIOD. This notice provides ________ of advance written notice of withdrawal, delivered to each of the remaining Partners in writing by registered or certified mail, return receipt requested, at each Partner’s last known address, in accordance with the notice requirements of the Partnership Agreement and applicable law.

§ 6. REMAINING PARTNERS. The Partners remaining in the Partnership following the Effective Date are as follows:

6.1. ________, located at the following address:

________

6.2. ________, located at the following address:

________

§ 7. SETTLEMENT OF PARTNERSHIP INTEREST. The Withdrawing Partner’s right to receive payment for, and the valuation and settlement of, the Withdrawing Partner’s interest in the Partnership (including capital account, share of profits and losses, and any distributions) shall be determined in accordance with the Partnership Agreement, and to the extent not addressed therein, in accordance with the applicable provisions of the Uniform Partnership Act as adopted in the State of ________. The buyout price, terms, and timing of payment shall be as follows: ________.

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§ 9. STATEMENT OF DISSOCIATION; FILINGS. The Partnership and/or the Withdrawing Partner may file a Statement of Dissociation and any other instruments with the appropriate state authority of the State of ________ as may be necessary or advisable to limit the authority and liability of the Withdrawing Partner as of the Effective Date. Each party agrees to execute such further documents as may reasonably be required to effectuate this withdrawal.

§ 10. NO CONTINUING AUTHORITY. Effective as of the Effective Date, the Withdrawing Partner shall have no authority to act for or bind the Partnership, and shall cease participation in the management and conduct of the Partnership business.

§ 11. GOVERNING LAW. The Partnership Agreement and any amendments thereto, together with the laws of the State of ________, shall govern the rights and obligations of the Withdrawing Partner and the remaining Partners with respect to this withdrawal. This Notice of Withdrawal shall be interpreted and enforced in accordance with the laws of the State of ________, without regard to its conflict-of-laws principles.

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IN WITNESS WHEREOF, the Withdrawing Partner has executed this Notice of Withdrawal as of the date set forth below.

WITHDRAWING PARTNER:

Signature: ______________________________

Name: ________

Date: ________

ACKNOWLEDGMENT / WITNESS

State of ________, County of ________

On this ________, before me, the undersigned notary public, personally appeared ________, known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing instrument, and acknowledged that he/she executed the same for the purposes therein contained.

Notary Public Signature: ______________________________

Printed Name: ________

My Commission Expires: ________