PARTNERSHIP DISSOLUTION AGREEMENT

PARTNERSHIP DISSOLUTION AGREEMENT

By signing this agreement (“Agreement”) the Partners of {name of Partnership and/or business), henceforth known as “Partnership” acknowledge and consent to dissolving said Partnership on the {date} of {month}, {year}.

The names of the Partners in this Partnership are as follows:

{list of names of Partners}

The previously listed Partners undersign this Agreement and acknowledge and agree to the following provisions:

LIQUIDATING PARTNER. The Partners agree that {Name} will be named the “Liquidating Partner.” As such, {Name} will be responsible for {details on what is expected from the Liquidating Partner, including determining liabilities and assets, distributing the assets, dealing with taxes, etc.}. Partners may also mutually agree upon a separate representative to act on their behalf in this matter.

SELLING PARTNER. {If this is not a complete dissolution of the Partnership, and only one partner, or some of the partners, are leaving, here is where you enter information on who the selling partner is, who will be purchasing the selling partner’s interest, what the cost of the interest is, etc.}.

INVENTORY. The Liquidating Partner, or other representative agreed upon by the Partners, will be responsible for determining the extent of the inventory, if any, of the Partnership. Liquidating Partner or representative will also be responsible for determining what will become of the inventory. Liquidating Partner has the right to sell and/or otherwise distribute the inventory, particularly if doing so will allow Partnership to diminish its liabilities and/or debts.

STATEMENT OF ACCOUNT. Liquidating Partner, or other representative, will provide all 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 debts belonging to the company. Statement of Account will become a matter of record in the Partnership’s books, and Partners may access said books according to the rules listed in the original Partnership Agreement.

ALLOCATION OF LIABILITIES AND/OR DEBTS. Liquidating Partner, or other representative, shall determine, through the course of evaluating inventory and completing the Statement of Account, any liabilities and/or debts the Partnership has incurred. Liquidating Partner, or other representative, shall then use the appropriate means to rectify said liabilities and/or assets. If there is a provision in the original Partnership Agreement for this procedure, Liquidating Partner must follow that Agreement. If not, Liquidating Partner, by virtue of his/her position, has the right to take care of any liabilities and/or debts in the most efficient and positive manner possible for the Partnership.

DISTRIBUTION OF ASSETS. Liquidating Partner, or other representative, will distribute the assets, less any liabilities or debts, to the Partners in the manner established by the original Partnership Agreement. If no such provision was included in the Partnership Agreement, Partners must agree to a method for distribution. If no agreement is possible, Partners agree to take the matter to a third-party arbitrator for settlement.

TAX OBLIGATIONS. Liquidating Partner, or other representative, shall determine the tax obligations of the Partnership and/or the Partners. Liquidating Partner, or other representative, shall then prepare and file all required tax forms and/or returns.

RELEASE. Each Partner releases all other partners from any and all known claims, actions, and demands arising as a result of the Partnership. 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.

INDEMNIFICATION. Partners agree to indemnify and hold harmless the Liquidating Partner from claims, damages, or obligations of any kind with regard to his/her duties in liquidating this Partnership, unless claims or losses come as a result of the Liquidating Partner’s breach of contract and/or unethical behavior.

DISPUTES. Should the Partners have any disputes with regard to this Agreement, {description of what will be done, such as seeking a third party arbitrator}.  

SEVERABILITY. If one or more sections of this Agreement are declared invalid, those sections are null and void, but all other sections remain enforceable.

JURISDICTION. This Agreement is bound by the laws and regulations of the State of {State Name}.

By signing below, the Partners agree to dissolve {Name of Partnership} freely and willingly, according to the terms listed above.

Signed this {date} of {month}, {year} by:

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Partner Name

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Partner Signature

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Partner Name

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Partner Signature

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Partner Name

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Partner Signature