Partnership Dissolution Agreement

A Partnership Dissolution Agreement is a document used by two or more Partners who are in a business Partnership together to end the Partnership. This Agreement creates a plan for completing an inventory of the Partnerships holdings, settling the Partnership's obligations and debts, and distributing any remaining Partnership assets to the Partners.

By formally dissolving the Partnership, the Partners can ensure that they are no longer individually liable for the Partnership's debts and no Partner can bind the other Partners to any business deals without the other Partners' knowledge or agreement. A Dissolution Agreement can be particularly useful if the Partnership has been operating without a Partnership Agreement or if the existing Partnership Agreement did not provide terms and conditions for ending the Partnership.

By creating a clear timeline, delineating roles and responsibilities for each of the Partners, and explaining the division of Partnership assets in detail, the Partnership Dissolution Agreement simplifies the process of ending the business relationship and allows the Partners move on from the Partnership.

How to use this document

A Dissolution Agreement is created as the first step in dissolving a Partnership to create a timeline and concrete plan for the winding down of the Partnership. The Agreement covers the following ground:

• Partnership name: the legal name under which the Partnership has been doing business
• Purpose of the Partnership: a brief description of the business that the Partnership has been conducting
• Partner information: the legal names and addresses of all of the Partners currently involved in the Partnership, as well as information about the management roles, if any, of each Partner
• Plan for dissolution: information about when and how the Partnership will be dissolved, including the date the Partnership will cease conducting business and a description of any paperwork that will be filed with the relevant state agencies, such as the Secretary of State's office or state Department of the Treasury
• Plan for liquidation: an outline of how the Partnership's assets will be liquidated, including the appointment of a Partner in charge of collecting and selling the assets and distributing any remaining assets of the Partnership to the Partners and the selection of an accountant to create a Statement of Account for the Partnership
• Division of assets: a plan for how the remaining assets of the Partnership will be divided and distributed to the Partners

Once the Dissolution Agreement has been completed, all of the Partners should sign and date the Agreement, keeping copies for their own records. NOTE: The signing of the Partnership Dissolution Agreement does not automatically end the Partnership. The Partnership will continue operation until the business has finished the process of settling debts, terminating the legal existence of the business, and distributing the remaining assets of the Partnership as described by the Dissolution Agreement. Once all of the necessary steps have been completed, the Partnership will be officially dissolved and the Partners will no longer be personally liable for any of the Partnership's obligations.

Applicable law

The dissolving of a Partnership is a matter of state law, with different states having different requirements to legally end a Partnership. Some states require that a document, often known as a Statement of Dissolution, be completed by the Partnership and filed with the relevant state agency. Other states require that the Partnership publish notice of the dissolution of the Partnership in a local newspaper in every county in the state where they did business. State law should be consulted to be sure that the Partnership completes all of the steps necessary to dissolve the Partnership in the state where they are doing business.

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