A formal partnership dissolution agreement is a legally binding document between the partners of a business to lay out a comprehensive overview of the dissolution process. This partnership dissolution agreement template makes it easy for you to cover all your bases when dissolving a partnership.
This Partnership Dissolution Agreement (the “Agreement”) is entered into on (month, day, year) between:
[Partner1.FirstName] [Partner1.LastName] of [Partner1.StreetAddress] , [Partner1.City] , [Partner1.State] [Partner1.PostalCode] , and
[Partner2.FirstName] [Partner2.LastName] of [Partner2.StreetAddress] , [Partner2.City] , [Partner2.State] [Partner2.PostalCode]
The parties named in this Agreement will be collectively referred to as “Partners.”
A partnership can include two or more parties, so add as many partners as needed to the relevant areas. Make sure to include all partners to ensure the same agreement binds everyone and that it is legally valid.
[Partnership.Company] is a partnership located at a business address of [Partnership.StreetAddress] , [Partnership.City] , [Partnership.State] [Partnership.PostalCode] . The Partners have operated [Partnership.Company] , which is engaged in (describe the business operations) for (period of time).
The Partners entered into the Partnership on (month, day, year, of partnership founding) and have operated under the provisions of a written Partnership Agreement, a copy of which is attached as Exhibit A and incorporated by reference into this Agreement.
Attach your original Partnership Agreement to demonstrate there is a legal partnership to be dissolved in place and to ensure the dissolution agreement has all of the facts correct, e.g., partners, business location, etc.
Under the terms of the Partnership Agreement, [Partner1.FirstName] [Partner1.LastName] made capital contributions in the amount of $ ____________.
Under the terms of the Partnership Agreement, [Partner2.FirstName] [Partner2.LastName] made capital contributions in the amount of $ ____________.
In accordance with the terms of the Partnership Agreement, the Partners now intend to dissolve the Partnership known as [Partnership.Company] and operating in [Partnership.State] as of (month, day, year). As a result of the intended dissolution, the Partners agree to liquidate all the assets of the Partnership and distribute to the Partners any proceeds remaining after the payment of all outstanding liabilities of the Partnership.
Except for the purpose of liquidating the Partnership's business, no Partner will conduct any business on behalf of the Partnership nor incur any further debts or obligations after the date of this Agreement.
In accordance with (state) law under which the Partnership Agreement was created, the Partners agree to file a statement of dissolution to the Secretary of State of (state), publish a notice of dissolution in a local newspaper, and have the statement recorded in the office of the county recording officer in all other states where the Partnership regularly conducted its business.
Besides notifying the state(s) in which your business operates, you’ll also want to advise any other parties that could be affected by the dissolution of your partnership. This could include customers, employees, the landlord, or any other government entities (like the IRS) that have issued a license or registered your business.
The Partners agree to appoint [Partner1.FirstName] [Partner1.LastName] as the liquidating Partner who will carry out the terms and conditions of this Agreement.
Immediately following the dissolution of the Partnership, an accounting will be made by (Accountant.CompanyName) of all of the assets, liabilities, and net worth of the Partnership as of the effective date of the dissolution as directed by the Partners.