MAKE YOUR FREE Dissolution of Partnership Deed

DEED OF DISSOLUTION

THIS AGREEMENT is made as a deed on______________________________(the Deed)

BETWEEN the persons listed in Schedule 1 (the Partners).

BACKGROUND

1. The Partners have been carrying on the Business (as defined below) in partnership.
2. The Partners have agreed to dissolve and wind up this partnership on the terms of this Deed.

The Partners Agree That:

Meanings

1. These words and phrases have defined meanings:

   Accounting Reference Date	in each year;
   Accountants	, the Partnership's accountants;
   Business	the profession, trade or business of  carried on by the Partnership;
   Business Day	a day other than a Saturday, a Sunday or a public holiday in England and Wales;
   Dissolution Date	;
   Final Accounts	a profit and loss account for the period beginning on the day after the last Accounting Reference Date and ending on the Winding-up Date and a balance sheet as at the Winding-up Date;
   Partnership	the partnership carried on by the Partners for the purpose of engaging in the Business according to the Partnership Agreement;
   Partnership Account	the Partnership's account held with ;
   Partnership Agreement	the partnership agreement dated  as subsequently amended between the Partners;
   Partnership Assets	the Premises and all other assets (or rights in them) which are used by the Partnership for the purposes of the Business;
   Premises	the offices or other premises occupied by the Partnership at ,   ; and
   Winding-up Date	the date on which the winding up of the Partnership is completed.

2. In this Deed, unless the context means a different interpretation is needed:
   1. words denoting the singular include the plural and vice versa, and words denoting any gender include all genders;
   2. a person includes firms, companies, government entities, trusts and partnerships;
   3. a party means a party to this Deed and includes its assignees and successors in title and, in the case of an individual, to their estate and personal representatives;
   4. reference to a paragraph or Schedule is to a paragraph or Schedule of or to this Deed (and the Schedules form part of this Deed); and
   5. reference to a statute or statutory provision includes any modification of or amendment to it, and all statutory instruments or orders made under it.
3. The headings in this Deed are for convenience only and do not affect its meaning.

Dissolution

1. The Partnership will cease trading and be dissolved on the Dissolution Date.
2. The Partnership will be wound up according to this Deed.

Conduct Following the Dissolution Date

1. From the Dissolution Date up until the Winding-up Date each Partner's authority to bind the Partnership according to the Partnership Agreement can only be exercised:
   1. to complete transactions which are unfinished at the Dissolution Date; or
   2. to fulfil their obligations under this Deed.
2. From the Dissolution Date up until the Winding-up Date no Partner can withdraw any sum or assets from the Partnership without the agreement of all the Partners.

Realisation of Assets

1. As soon as practicable after the Dissolution Date each of the Partners will return to the Partnership all Partnership Assets and all accounting records, letters and other documents (whether in paper or electronic form) in their possession or control which relate to the Partnership.
2. As soon as practicable after the Dissolution Date the Partners will realise the Partnership Assets on the most favourable terms and/or at the most the most favourable prices reasonably obtainable.
3. All proceeds of sale and other sums received from realising the Partnership Assets will be paid into the Partnership Account.
4. As soon as practicable after the Dissolution Date the Partners will give notice to terminate all contracts and other arrangements relating to the Business which are not transferred to a third party.

Discharge of Liabilities

1. The Partners will pay and discharge all debts and liabilities of the Partnership using the funds in the Partnership Account.
2. If there are insufficient funds in the Partnership Account to discharge all debts and liabilities of the Partnership the Partners will bear any remaining debts or liabilities  

Final Accounts

1. As soon as the Partnership Assets have been realised and the existing debts and liabilities of the Partnership have been discharged the Partners will instruct the Accountants to draw up the Final Accounts.
2. The Final Accounts must be approved by each of the Partners as soon as possible after they are received from the Accountants. Once approved, the Final Accounts will become binding on each of the Partners, except in the case of manifest error which is discovered within three months of the Final Accounts being approved. The Partners will ensure that any such manifest error is rectified as soon as possible after it is discovered.
3. If a Partner refuses or fails to approve the Final Accounts within  Business Days of receiving them the Partners will refer any disputed point to be determined by an accountant whose identity and terms of appointment will be agreed by the Partners. If the Partners cannot agree the identity of the accountant, the accountant will be appointed by the President of the Institute of Chartered Accountants in England and Wales. The accountant appointed will act as an expert (not as an arbitrator) and their determination will be final and binding.

Disposal of Partnership Monies

1. After the Final Accounts have been approved under paragraphs 15 and 16, the amount held in the Partnership Account will be distributed according to the Final Accounts and in the following order of priority:
   1. in paying or making reserves for any tax or other debts or liabilities of the Partnership owed to any persons other than the Partners. If the amount in the Partnership Account is insufficient to make all such payments or reserves the Partners will make up the shortfall by contributing to it  
   2. in paying to each Partner any unpaid interest on their capital and any loans made by them to the Partnership. If the amount in the Partnership Account is insufficient to make all such payments, the amount will be paid to the relevant Partners in the same proportions as the sums standing to the credit of their capital accounts bear to each other and/or the amount of the loans bear to each other (as applicable);
   3. in paying to each Partner any undrawn balance of their share in the Partnership's profits. If the amount in the Partnership Account is insufficient to make all such payments, the amount will be paid to the relevant Partners  
   4. in repaying to each Partner any loans made by them to the Partnership. If the amount in the Partnership Account is insufficient to make all such repayments, the amount will be repaid to the relevant Partners in the same proportions as the amount of the loans bear to each other;
   5. in repaying to each Partner their capital in the Partnership. If the amount in the Partnership Account is insufficient to make all such repayments, the amount will be repaid to the Partners in the same proportions as the sums standing to the credit of their capital accounts bear to each other; and
   6. in dividing any balance between the Partners   

Name

1. After the Winding-up Date no Partner may use the name of the Partnership or any similar name for any profession, trade or business they are concerned with.

Records

1. For a period of six years beginning on the Winding-up Date,   will keep safe custody of all accounting records, letters and other documents (whether in paper or electronic form) relating to the Partnership. During this period each of the Partners will be entitled to inspect these accounting records, letters and other documents at their own expense.

Announcements

1. During the period between the Dissolution Date and the Winding-up Date the Partners will ensure that:
   1. a notice of the dissolution of the Partnership is published in the London or Edinburgh Gazette, and in a newspaper circulating in the locality of the Premises; and
   2. as far as practicable, notice in writing of the dissolution of the Partnership is given to all third parties who had dealings with the Partnership in the twelve months before the Dissolution Date.

Further Assurance

1. Each Partner will (and wherever possible will ensure that any third party will) promptly do all things and sign all documents reasonably required to dissolve and wind up the Partnership and generally give effect to this Deed.

Entire Agreement

1. This Deed contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the Deed. Nothing in this paragraph limits or excludes any liability for fraud or fraudulent misrepresentation.

Variation

1. No variation to this Deed will be valid or binding unless it is recorded in writing and signed by or on behalf of each of the Partners.

Notices

1. Any notice (other than in legal proceedings) to be given under this Deed must be in writing and delivered by pre-paid first class post to or left by hand delivery at the address of each notified party as set out in this Deed, or sent by fax to each notified party's fax number or sent by email to the business email address of the partnership.
2. Notices which are:
   1. sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Business Day after the date of posting, and where posted from or to addresses outside the United Kingdom, on the tenth Business Day after the date of posting;
   2. delivered by hand will be deemed to have been received at the time the notice is left at the proper address;
   3. sent by fax will be deemed to have been received on the next Business Day after transmission; and;
   4. sent by email will be deemed to have been received on the next Business Day after sending.

Miscellaneous

1. The Contracts (Rights of Third Parties) Act 1999 will not apply to this Deed and no third party will have any right to enforce or rely on any provision of this Deed.
2. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
3. Provisions which by their intent or terms are meant to survive the termination of this Deed will do so.
4. If any court or competent authority finds that any provision of this Deed (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Deed will not be affected.

Governing Law and Jurisdiction

1. This Deed and any non-contractual obligations arising in connection with it will be governed by and interpreted according to the law of England and Wales. All disputes arising under or in connection with the Deed will be subject to the exclusive jurisdiction of the English and Welsh courts.

This Deed has been executed on the day and year first before written.