Dissolution Agreement
DISSOLUTION AGREEMENT
This Dissolution Agreement (the “Agreement”) is entered into as of [Effective Date], by and between [Your Company Name], with its registered office at [Your Company Address], (hereinafter referred to as "Party A") and [Company Partner's Name], with its registered office at [Partner's Company Address] (hereinafter referred to as “Party B”) (collectively, the “Parties”).
1. DISSOLUTION
1.1 Effective Date:
The dissolution of the partnership shall be effective as of [Effective Date].
1.2 Closure of Business Operations:
Upon the effective date of dissolution, the partnership shall cease all business operations, except as necessary to wind up its affairs as provided herein.
1.3 Winding Up:
The winding up of the partnership affairs shall include, but not be limited to, the following:
a. Collecting all accounts receivable and liquidating assets not to be distributed in kind to the partners;
b. Discharging or making reasonable provision for the payment of all liabilities and obligations of the partnership;
c. Distributing the partnership assets as provided herein; and
d. Filing any required tax returns and other necessary documents related to the dissolution.
1.4 Ownership of Assets:
Upon dissolution, all assets of the partnership, both tangible and intangible, shall be owned by the partners in their respective percentage interests in the partnership, unless otherwise agreed upon in writing.
1.5 Distribution of Assets:
The distribution of assets shall be made in accordance with the partners' respective ownership percentages. Any assets remaining after the payment of all debts, liabilities, and obligations of the partnership shall be distributed to the partners in proportion to their ownership interests.
1.6 Public Notice:
The partners agree to publish a notice of dissolution in a newspaper of general circulation in the [Jurisdiction] to notify creditors and other interested parties of the partnership's dissolution.
1.7 Continuation of Certain Actions:
Notwithstanding the dissolution of the partnership, any partner may take any action necessary or appropriate to wind up the affairs of the partnership, including the institution or defense of any legal action or proceeding.
1.8 Further Assurances:
Each partner agrees to execute and deliver any additional documents and perform any further acts that may be necessary or desirable to effectuate the dissolution of the partnership and the winding up of its affairs.
1.9 Survival of Certain Provisions:
The provisions of this Agreement that by their nature should survive the dissolution of the partnership, including, but not limited to, the indemnification provisions, shall survive such dissolution.
2. OUTSTANDING LIABILITIES
2.1 Identification of Liabilities:
Within [number] days of the effective date of this Agreement, Party A and Party B shall jointly review all financial records and accounts of the partnership to identify any outstanding liabilities, including but not limited to, debts, loans, or financial commitments.
2.2 Responsibility for Liabilities:
Each party shall be responsible for their share of the total liabilities as per their percentage (%) of ownership in the partnership. Any liabilities that are not specifically allocated shall be shared equally between the parties.
3. ASSET DISTRIBUTION
3.1 Valuation of Assets:
All assets of the partnership, including, but not limited to, tangible and intangible assets, shall be valued at fair market value as of the effective date of this Agreement.
3.2 Distribution of Assets:
The assets of the partnership shall be distributed between Party A and Party B based on their respective ownership percentages in the partnership. Each party shall receive their share of the assets in kind or as otherwise agreed upon by the parties.
4. INDEMNIFICATION
4.1 Indemnification Obligations:
Each party agrees to indemnify and hold harmless the other party from and against any losses, damages, liabilities, costs, claims, or expenses (including attorney’s fees) incurred as a result of any breach of this Agreement or any action taken during the dissolution process.
4.2 Limitation of Liability:
Notwithstanding any provision to the contrary, the total liability of each party under this Agreement shall not exceed the total amount paid or payable by such party under this Agreement.
5. FINAL EFFECT
5.1 Entire Agreement:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to the subject matter hereof.
5.2 Amendment:
The only sanctioned method to modify or amend the stipulations in this Agreement is by implementing a written document that has been officially executed by both parties involved in this Agreement.
6. GOVERNING LAW
The agreement that is currently under discussion will fall under the jurisdiction of the location where you presently reside, or alternatively, under the jurisdiction that has been clearly specified within the agreement.
The control, direction, and legal supervision applied to this agreement will adhere closely to this jurisdictional context. Additionally, the interpretation and understanding of said agreement will align with the prevalent laws within this jurisdiction.
Thus, the agreement will be consistently shaped and regulated by the legal ethos of the jurisdiction in question.
7. SEVERABILITY
7.1 Invalidity of Provisions:
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect.
7.2 Modification of Invalid Provisions:
The parties agree that any invalid or unenforceable provision shall be modified to the extent necessary to make it valid, enforceable, and consistent with the original intent of the parties.
8. NOTICES
Any notice required or permitted under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email to the recipient’s address.
IN WITNESS WHEREOF, the Parties have executed this Dissolution Agreement as of [Effective Date]:
[Your Name]
[Your Company Name]
Date: [Date Signed]
Signature
[Partner's Name]
[Company Partner's Name]
Date: [Date Signed]
