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Deed of Dissolution

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Prepared for:
[FIRST PARTNER/SECOND PARTNER]

Prepared by:
[FIRST PARTNER/SECOND PARTNER]

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Deed of Dissolution

This Deed of Dissolution (hereinafter referred to as “Deed”) is entered on [Date] between

[First Partner Name], incorporated at [Address] (hereby referred to as the “First Partner”)

and

[Second Partner Name], incorporated at [Address] (hereby referred to as the “Second Partner”)

The First Partner and the Second Partner shall be collectively referred to as “Partners” and individually as “Partner”.

The Partners were carrying on business under the named as [Name of Corporation] having their office at [Corporation Office Address] in [City/Region] [State] [Zip] (hereinafter referred to as “Corporation”) evidence from [Partnership Agreement/Deed of Partnership] dated [Date].

The Partners to their mutual consideration find it fitting and inevitable to draw this Deed of Dissolution and dissolve the above-mentioned firm and their partnership (hereinafter referred to as “Partnership”).

NOW THIS DEED WITNESSETH AND PARTIES HERETO HAVE MUTUALLY AGREED AS UNDER

1. Dissolution and Liquidation

The Partnership hereto under the deed, dated [Date] hereunto appended shall be determined and stand dissolved as from [Date]. The Partners hereto shall not carry out the business associated with the Corporation singly or jointly for a period of [Time Period] hence.
 The Dissolution shall be in accordance with the
The terms and conditions of the [Partnership Agreement/Deed of Partnership]
The legislation of the state of [State]
The books and records of account of the Corporation shall be closed on [Date] and the accounts shall be squared up assets, and liabilities of the firm shall be ascertained on the same date.
Within [Number of Days] days after the Dissolution, a full and general account and balance sheet shall be formulated of the property, assets, shares, and liabilities of the partnership; and a full and particular inventory and valuation of all the materials, machinery, and equipment of the Corporation shall be made by the Partners or a third party appointed by the Partners, whose decision shall be final and binding upon the Partners. All debts owing to the firm shall be collected by the Partners or a third party appointed by the Partners.
The Partners must act cooperatively and with diligence during the sale of the Corporation and shall try to get a maximum sale price for the assets. The sale price for the assets must be decided unanimously by the Partners.
The Partners must unanimously agree upon the transfer of any particular asset from the Corporation to a Partner and the sale price of the Asset.
The Partners shall engage an Accountant (“Accountant”) who is going to assist them with the financial proceedings of the Dissolution. The Accountant must provide a list of all machinery, materials, and equipment of the Corporation and the property, assets, shares, and liabilities of the Corporation.
The Partners shall release all liabilities of the Partnership, including those owed to the Partners, to the Corporation from the Partnership funds in accordance with the relevant laws of [State].
In the event of a shortfall, the Partners shall pay their proportions of the shares in the loss in proportion to their respective shares of the Corporation. The payments made by the Partners shall be calculated to fully discharge the creditors of the Corporation and must be paid in full by the Partners by or on the [Date].
In the event that there is a surplus, all remaining and extra amounts after the refurbishment of the liabilities shall be distributed equally between the Partners.
Each Partner shall receive the distributions of the Corporation capital in amounts that have been mutually agreed upon by the Partners, in the full content of the Partners right, and contribution in the Partnership.
The Partners reserve the right to directly or through a third party demand the examination of the books and records of the Partnership and Corporation, at all justifiable times, to enforce their rights as per the Deed.
The Partners shall sign all necessary documents and take all necessary steps that would help in the finalizing of the Deed.

2. Indemnification

The Partners each agree to indemnify and hold harmless the other Partners, their respective permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount, which result from the negligence of or breach of this Deed by the indemnifying Partner, its respective successors and any assign that occurs in connection with this Deed. This section shall remain in full force beginning from [Date].

3. Arbitration

In the event of any dispute arising in and out of this Deed between the Partners, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators which shall be appointed by [Party Name]. The venue of Arbitration shall be [Venue/Location of Arbitration] and the seat shall be [State]. The Arbitrators' decision shall be final and will be binding on both the Partners.

4. Miscellaneous

Assignability: Neither party may assign this Deed or the rights and obligations thereunder to any third party without the prior express written approval of the other Partners which shall not be unreasonably withheld.
Modification: No modification of this Deed shall be made unless in writing, signed by all the Partners.
Severability: If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect.
Governing Law and Jurisdiction: This Deed shall be governed following the laws of the [State/Court/Region]. All disputes under this deed shall be resolved by litigation in the courts of the [State/Court/Region] including the federal courts therein and the Partners all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
Legal and Binding Deed: This Deed is legal and binding among the Partners as stated above. This Deed may be entered into and is legal and binding in the [State/Court/Region].
Entire Agreement: This Deed constitutes the entire understanding of the Partners, and revokes and supersedes all prior contracts among the Partners and is intended as a final expression of their agreement. This Deed shall take precedence over any other documents which may conflict with this Deed.

Acceptance and Signature

IN WITNESS WHEREOF the Partners hereto have executed this deed on the day and year first mentioned above.

First Partner

Second Partner

Signature

Assign signer 1

Name

Assign signer 1

Date

Assign signer 1

Signature

Assign signer 2

Name

Assign signer 2

Date

Assign signer 2

Witness

Signature

Assign signer 3

Name

Assign signer 3

Date

Assign signer 3

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DISCLAIMER: Revvsales, Inc is not a law firm. The content provided herein is for general information purposes only, and does not constitute legal advice. Revvsales, Inc and its partners make no representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability, or completeness of any information mentioned hereunder. The use or reliance of any information contained herein is for your personal use and solely at your own risk. You agree to fully release and indemnify Revvsales, Inc from any liability associated with the use of this content. You are advised to obtain independent legal advice before taking or refraining from any action on the basis of the content provided here.