LEGALDOCS - Partnership Dissolution Agreement
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This form is an agreement for the dissolution of a General Partnership, and can be used for a partnership that consists of up to ten persons. This agreement provides that during the "winding up" phase, the Partners except for the named "liquidating partner" will no longer have the power to act on behalf of the partnership business. The liquidating partner has the ongoing responsibility to collect assets, pay debts, liquidate assets, distribute assets (or debts) as agreed in this agreement, take care of tax issues, and finally to formally terminate the business and give the public notice of the partnership's termination.
Many events can trigger a dissolution of partnership, and the partnership agreement usually spells out certain events such as (i) the passage of time (ii) liquidation or sale of the main partnership asset (such as a rental apartment building) or (iii) the agreement between the partners. Once understanding and an agreement to dissolve the partnership is reached between the partners, this form can be used to execute that decision.
If your partnership has less than ten partners, skip the blanks that do not apply. If you have more than ten partners we suggest you obtain counsel to draft a dissolution agreement specific to your situation.
To create a Dissolution of General Partnership Agreement, complete this form. INFORMATION REGARDING THE PARTNERS AND THE GENERAL PARTNERSHIP AGREEMENT
Enter the name of the Partnership being dissolved:
The Partnership's main place of doing business is:
Describe the general business which the Partnership was engaged in. Complete the following sentence: The Partnership is engaged in the business of:
[For example, "operating a restaurant located at..."(OR) "providing accounting services" (OR)"owning and operating commercial properties" (OR)"refurbishing and selling cars"]
Enter the names of the Partners that will be executing this General Partnership Dissolution. This should generally be all of the partners of the business. Leave blank those spaces that do not apply.
The Partnership Agreement was a verbal agreement, not put into writing.
The Partnership Agreement was a written agreement, dated .
Enter the date this Partnership has dissolved, or is exptected to dissolve:
Enter the name of the Partner who will coordinate and be responsible to liquidate the assets of the Partnership and wind up its affairs:
If the General Partnership has any major remaining business matters to complete (in addition to standard dissolution matters) before it is dissolved, list those matters below. Complete the following sentence.
Prior to the dissolution of the Partnership, the following business matters will be completed:
For example: the painting of the exterior and all interior portions of the building located at 222 Main Street, Decator, Illinois.
If any particular partner or partners other than the named liquidating partner will be responsible to complete this major remaining matter, enter the name or names of those responsible partners or persons below. If no particular person will be responsible to undertake this matter, leave this space blank and the agreement will state that the liquidating partner will be responsible for this remaining matter. [type in name of the responsible partner]
The Partner responsible to wind up the affairs of the Partnership generally has the obligation to record with the county recorder, and to publish in a local newspaper, a notification of Dissolution of Partnership. This is legally advisable, to give constructive notice to suppliers and other businesses that the partnership is dissolved, so that one partner cannot continue to place orders in the name of the partnership, for which the other partners could be deemed continuingly liable. Complete the following sentence:
The Partner winding up the affairs of the Partnership WILL WILL NOT record and publish a Notice of Dissolution of Partnership.
Will the liquidating partner will be compensated for his or her work on behalf of the Partnership?
Yes, the liquidating partner will receive the sum of $. (I.e., "$5,000", OR "$500 per week until the termination date")
No, liquidating partner will not receive any compensation.
If you described additional matters that will be undertaken (other than standard dissolution matters) in the box above, will the person who is responsible to undertake those actions be entitled to additional compensation?
Yes, the person undertaking these additional matters shall be entitled to .
No, such person will not receive any compensation.
Distribution of Assets:
How will the General Partnership distribute its liquidated and/or remaining assets?
Allocation of Debts
Will there be debts remaining following the winding up of the partnership, that will have to be paid by one or more partners?
No, all debts will be paid in full during the winding up process.
Yes, and those debts will be paid as follows:
Custodian of Records. Will one person be named as the official custodian of partnership records for a period of 3 years following the partnership dissolution?
Yes, the partnership books will be retained by on behalf of the partnership.
If you would like to add any other provision(s) to this General Partnership Dissolution, then please write the additional term that you want to include below (use full punctuation, and include a paragraph title in all upper case letters as shown in the example below):
(For example: "RETURN OF PARTNERSHIP TOOLS: The Partners recognize that the tools and equipment used by the partnership were donated by Partner One, and at the time of dissolution, Partner One shall be entitled to have such tools and equipment returned to her without consideration." OR "ASSUMPTION OF TRUCK LOAN: Partner One will receive the partnership GMC Year 2006 truck with a current fair market value of $26,000, in return for which Partner One will (i) assume the existing truck loan balance in the approximate amount of $15,000, and (ii) have charged against his capital account the sum of $4,000 as an equilization charge.")
The Agreement will be signed in the state of
This completes the information input for your Partnership Dissolution Agreement. When you Send this Form, this program will prepare a Summary of the Partnership Dissolution Agreement for your review. Make sure that all facts stated in the Summary are correct in all respects.
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