Partnership Dissolution Agreement Template

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.”

1. Partnership Description

​[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).

2. Partnership Agreement

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.

3. Capital Contributions

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 $ ____________.

4. Dissolution

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.

5. Business Termination

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.

6. Notice of Dissolution

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.

7. Appointment of Liquidating Partner

The Partners agree to appoint [Partner1.FirstName][Partner1.LastName] as the liquidating Partner who will carry out the terms and conditions of this Agreement.

8. Accounting

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.

9. Disclosure

Each of the Partners represents and warrants that no Partner has previously contracted any liability that can or might be charged to the Partnership or any other Partner. The Partners further disclose that no Partner received or discharged any of the money, credits, or effects of the Partnership, except for those disclosed in the books and records of the Partnership.

10. Winding Up of Accounts

In accordance with the Uniform Partnership act, on completion of the accounting process, the Partners will pay all the outstanding liabilities of the Partnership. This includes any liabilities owed to the Partners other than for capital or profits. All amounts remaining after payment of the outstanding liabilities will be distributed as follows:

(Describe how the remaining funds will be distributed)

11. Inspection of Books and Records

All Partners will maintain the right, directly or through a representative, at all reasonable times, to examine the pertinent records and books of the Partnership to establish and enforce their rights under this Agreement.

12. Custodian of Partnership Books

The Partners agree to appoint [Partner1.FirstName][Partner1.LastName]​ as the custodian of the Partnership's books after the dissolution. The Partner responsible will maintain records of (describe which documents should be kept e.g. receipts, disbursement records, tax documentation, etc.) for a period of (specify the number of days, months, or years that these records should be kept).

13. Other Instruments

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.

14. Parties Bound

This Agreement will be binding on the Partners and their respective heirs, administrators, executors, successors, legal representatives, and permitted assigns.

15. Release and Discharge

Barring failure to complete an obligation related to the dissolution itself, the Partners agree that neither party may bring a claim against the other for partnership-related issues.

16. Indemnification

The Partners have agreed to split the assets and the debts of the partnership as part of the dissolution and do so in proportion with their individual interests in the Partnership. If a Partner should default on any portion of debts owed, that Partner will be forced to reimburse the other Partners for payments they make to cover the default.

17. Severability

If any provision within this Agreement will for any reason be held illegal, invalid, or unenforceable in any respect, that will not affect any other provision of this Agreement, and the remainder of this Agreement will be construed as if the illegal, invalid, or unenforceable provision had never been contained in this Agreement.

18. Counterparts

This Agreement may be executed in any number of counterpart copies and each counterpart copy will for all purposes be deemed as legally binding as an original.

19. Amendments

Any changes made to this Agreement must be made in writing and signed by all Partners.

20. Prior Agreements Superseded

This Agreement supersedes any prior written or oral agreements between the Partners respecting the subject matter of this Agreement, including the Partnership Agreement, to the extent that the agreement conflicts with any provision contained herein.

21. Survival of Warranties and Representations

The warranties and representations set forth in this Agreement will be continuous and will survive the accounting and dissolution of the Partnership as stated by this Agreement.

22. Governing Law

This Agreement is construed in accordance with and will be governed by the laws of (state in which the partnership was formed).

Executed by the Partners of [Partnership.Company] with the intent of being legally bound.