Partnership Dissolution Agreement Template

PARTNERSHIP DISSOLUTION AGREEMENT

This Partnership Dissolution Agreement ("Agreement") is entered into as of [Date] (the "Effective Date") by and between the following partners of [Business Name], a [State] [General Partnership / Limited Liability Company] (the "Partnership"):

Partner A: [Full Legal Name], owning [XX%] interest

Partner B: [Full Legal Name], owning [XX%] interest

[Add additional partners as needed]

Collectively referred to as the "Partners."

WHEREAS, the Partners have mutually agreed to dissolve the Partnership and wind down its affairs in an orderly manner;

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the Partners agree as follows:

1. Dissolution

1.1 Effective Date. The Partners agree to dissolve the Partnership effective [Date — the Effective Date above, or a future date].

1.2 Reason. [Mutual agreement / Expiration of partnership term / Withdrawal of a partner / Other — describe briefly]

1.3 Wind-Down Period. The Partners shall wind down the Partnership's affairs within [60 / 90 / 120] days of the Effective Date (the "Wind-Down Period").

2. Duties During Wind-Down

2.1 During the Wind-Down Period, the Partners shall: complete or transition all active client engagements, collect all outstanding accounts receivable, pay all outstanding debts and obligations, file all required tax returns, and distribute remaining assets.

2.2 Winding-Up Manager. [Partner Name] shall serve as the Winding-Up Manager responsible for day-to-day dissolution activities. The Winding-Up Manager shall receive [$X,XXX / reasonable compensation / no additional compensation] for these duties.

3. Asset Division

3.1 Inventory of Assets. The Partners have agreed upon the following division of Partnership assets:

Cash and bank accounts: [Describe distribution — e.g., "Divided equally after all debts are paid"]

Equipment and physical assets: [List specific items and who receives each — e.g., "Laptop and office furniture to Partner A; camera equipment to Partner B"]

Accounts receivable: [How outstanding invoices are collected and divided]

Inventory: [How remaining inventory is divided or liquidated]

3.2 Disputed Assets. Any dispute over asset valuation or division shall be resolved by [mutual agreement / independent appraiser / mediator].

4. Debt Allocation

4.1 The Partners shall pay all outstanding Partnership debts from Partnership assets before any distribution to Partners.

4.2 If Partnership assets are insufficient to cover all debts, the Partners shall contribute additional funds in proportion to their ownership interests: Partner A — [XX%]; Partner B — [XX%].

4.3 Specific Debt Assignments.

Business loan with [Lender]: Assumed by [Partner Name]

Lease at [Address]: [Terminated / Assigned to Partner Name / Describe arrangement]

Credit card ending in [XXXX]: Paid off from Partnership funds and closed

5. Intellectual Property

5.1 Business Name. The right to use the business name "[Business Name]" shall belong to [Partner Name / neither Partner / describe arrangement].

5.2 Domain Names and Digital Assets.

Domain [domain.com]: Transferred to [Partner Name]

Social media accounts: [Describe disposition of each account]

Customer email list: [Describe — e.g., "Both Partners receive a copy; neither may represent it as an exclusive list"]

5.3 Work Product. Any IP created during the Partnership shall be [jointly owned / assigned to specific Partners as follows: ...]

6. Client and Vendor Notification

6.1 The Winding-Up Manager shall notify all active clients, vendors, and suppliers of the dissolution within [15 / 30] days of the Effective Date.

6.2 Client Transition. Active clients shall be given the option to continue working with [Partner Name] individually or to transition to another provider. Neither Partner shall disparage the other when communicating with clients.

7. Non-Compete and Non-Solicitation

7.1 Non-Compete. [The Partners agree that neither shall operate a competing business within [geographic area] for [12 / 18 / 24] months following the Effective Date. / The Partners agree that no non-compete restrictions apply following dissolution.]

7.2 Non-Solicitation. For a period of [12 / 24] months, neither Partner shall directly solicit employees or contractors of the other Partner's subsequent business.

8. Tax Matters

8.1 The Partnership shall file all required final tax returns, including the final Form 1065 (or applicable state returns) for the tax year of dissolution.

8.2 [Partner Name / the Partnership's CPA] shall be responsible for preparation and filing of final returns.

8.3 Each Partner shall be responsible for reporting their share of Partnership income, losses, and distributions on their personal tax returns.

9. State Filings

9.1 The Winding-Up Manager shall file the appropriate dissolution or cancellation documents with the [State] Secretary of State, including [Articles of Dissolution / Certificate of Cancellation / Statement of Dissolution].

9.2 All required final annual reports and franchise tax filings shall be completed before or concurrent with the dissolution filing.

10. Mutual Release

Except for the obligations set forth in this Agreement, each Partner hereby releases and forever discharges the other Partner(s) from any and all claims, liabilities, demands, and causes of action, known or unknown, arising out of or related to the Partnership.

11. General Provisions

11.1 Governing Law. This Agreement is governed by the laws of [State].

11.2 Dispute Resolution. Any disputes arising from this Agreement shall be resolved by [binding arbitration in [City, State] / mediation followed by binding arbitration / litigation in [County, State] courts].

11.3 Entire Agreement. This Agreement constitutes the entire agreement regarding the dissolution and supersedes all prior discussions.

11.4 Amendments. May only be amended in writing signed by all Partners.

11.5 Severability. If any provision is found unenforceable, the remaining provisions continue in full force.

IN WITNESS WHEREOF, the Partners have executed this Dissolution Agreement as of the Effective Date.

Partner A Signature: ________________________
Name: [Name]
Date: [Date]

Partner B Signature: ________________________
Name: [Name]
Date: [Date]