Partnership Dissolution Agreement - Template Form Pro · US-law
✓ Valid in United States · drafted to comply with local law
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PARTNERSHIP DISSOLUTION AND WINDING-UP AGREEMENT
State of ________
This Partnership Dissolution and Winding-Up Agreement (the “Dissolution Agreement” or “Agreement”) is made and entered into on ________ (the “Execution Date”) by and between the following partners (each a “Partner” and collectively the “Partners”):
________, an individual residing/located at:
________
and
________, an individual residing/located at:
________
RECITALS
A. ________ (the “Partnership”) is a general partnership organized and existing under the laws of the State of ________, having its principal place of business at:
________
B. The Partners have operated the Partnership for the following purpose:
________
C. The Partners entered into and have continued in business together under the provisions of a written partnership agreement dated ________ (the “Partnership Agreement”), a copy of which is attached hereto as Exhibit A and incorporated herein by reference.
D. The Partners now desire to dissolve the Partnership and to wind up and liquidate its affairs pursuant to a plan by which the Partners liquidate the assets of the Partnership, discharge or make adequate provision for all liabilities of the Partnership, and distribute to the Partners any surplus remaining thereafter, all in accordance with the applicable provisions of the Uniform Partnership Act as enacted in the State of ________.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I. DISSOLUTION.
§ 1.1 The Partners hereby agree to dissolve the Partnership, effective as of the close of business on ________ (the “Dissolution Date”), and shall thereafter promptly proceed to wind up and liquidate the affairs of the Partnership.
§ 1.2 Except for the purpose of carrying out the winding up and liquidation of the business of the Partnership, no Partner shall transact any further business nor incur any further obligations on behalf of the Partnership after the Dissolution Date.
§ 1.3 The Partners agree to execute and file a Statement of Dissolution, and any other documents required by applicable law, with the appropriate filing office in the State of ________, including the ________ for the county in which the Partnership maintains its chief executive office.
§ 1.4 The Partners agree to provide notice of dissolution to creditors and other persons as may be required under applicable law, including, where required, publication at least once in a newspaper of general circulation in each county in which the Partnership has regularly conducted business.
§ 1.5 The dissolution of the Partnership shall not, of itself, discharge any liability of any Partner incurred prior to the Dissolution Date.
ARTICLE II. LIQUIDATION AND WINDING UP.
§ 2.1 ________ is hereby appointed as the liquidating Partner (the “Liquidating Partner”) to carry out the terms and conditions of this Agreement and to wind up the affairs of the Partnership.
§ 2.3 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 federal, state, and local tax forms and returns, including any final partnership return required under the Internal Revenue Code.
§ 2.4 As compensation for fulfilling the duties of the Liquidating Partner, the Liquidating Partner shall receive the following compensation: $________ (________).
§ 2.5 Immediately following the Dissolution Date, the Partners shall cause the Liquidating Partner to prepare an accounting of all the assets, liabilities, and net worth of the Partnership as of the effective date of dissolution.
§ 2.6 The Liquidating Partner shall provide each Partner with a Statement of Account for the Partnership. Such Statement shall include a complete list of inventory, as well as all assets, liabilities, and other debts belonging to the Partnership. The Statement of Account shall become a matter of record in the Partnership’s books, and all Partners may access such books when necessary or desired.
§ 2.7 Except as disclosed in the books and records of the Partnership, each of the Partners represents and warrants that such Partner has not previously contracted any liability that can or may be charged to the Partnership or any other Partner, nor has such Partner received or discharged any of the credits, moneys, or effects of the Partnership.
§ 2.8 Upon completion of the accounting, the assets of the Partnership shall be applied and distributed in the following order of priority, in accordance with the Uniform Partnership Act as enacted in the State of ________: (a) to creditors, including Partners who are creditors, in satisfaction of the liabilities of the Partnership; (b) to the establishment of any reserves reasonably necessary for contingent or unforeseen liabilities; and (c) the balance, if any, to the Partners.
§ 2.9 All amounts remaining after payment of the liabilities and the establishment of reserves described above shall be distributed between the Partners in the following proportions (the “Dissolution Distribution”): ________.
§ 2.10 Each Partner shall have the right, directly or through a representative, at all reasonable times, to examine the books and pertinent records of the Partnership to establish and enforce such Partner’s rights under this Agreement.
ARTICLE III. RELEASE AND INDEMNIFICATION.
§ 3.1 Effective upon the completion of the winding up and final distribution, each Partner releases all other Partners from any and all known claims, actions, and demands arising as a result of the Partnership. This release does not prevent a Partner from bringing suit under this Agreement should this Agreement not be fulfilled according to its terms.
ARTICLE IV. MISCELLANEOUS PROVISIONS.
§ 4.1 This Agreement shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict of laws principles.
§ 4.2 The Parties agree that any dispute arising under or in connection with this Agreement shall be brought exclusively in the state or federal courts located in ________, and each Party consents to the personal jurisdiction of such courts.
§ 4.3 Any and all changes to this Agreement must be in writing and signed by all Partners.
§ 4.4 The Partners covenant and agree that they will execute any other instruments and documents that are or may become necessary or convenient to carry out this Agreement.
§ 4.5 The headings used in this Agreement are for administrative and organizational purposes only and are not to be considered in construing the terms of this Agreement.
§ 4.6 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.
§ 4.7 This Agreement shall not be strictly construed against any Party.
§ 4.8 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 the invalid, illegal, or unenforceable provision had never been contained herein.
§ 4.9 No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.
§ 4.10 This Agreement may be executed in any number of counterparts, including by electronic or facsimile signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
§ 4.11 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, understandings, and agreements, whether written or oral, between the Parties relating to the dissolution of the Partnership.
§ 4.12 Each Partner acknowledges that such Partner has had the opportunity to seek independent legal advice with respect to this Agreement, that such Partner fully understands the terms and conditions contained herein, and that such Partner is entering into this Agreement voluntarily and of such Partner’s own free will.
IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement in the manner prescribed by law as of the Execution Date first written above.
________
Signature:
_____________________________
Date:
_____________________________
________
Signature:
____________________________
Date:
_____________________________
ACKNOWLEDGMENT
State of ________
County of ________
On this ________, before me, ________, a Notary Public in and for said State, personally appeared ________ and ________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons executed the instrument.
Witness my hand and official seal.
_____________________________
Notary Public
My commission expires: ________
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