Deed of dissolution of partnership—continuing partners
Deed of dissolution of partnership—continuing partners

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • Deed of dissolution of partnership—continuing partners
  • Background
  • 1 Definitions and interpretation
  • 2 Sale of the Business and the Continuing Assets
  • 3 Dissolution of the Partnership
  • 4 Conduct of the Partners
  • 5 Sale of Partnership assets
  • 6 Liabilities
  • 7 Employees
  • 8 Winding Up Accounts and payments
  • More...

This Deed of dissolution is made on [insert date]

Parties

  1. 1

    Each of the persons whose names and addresses are listed in [Part A of] Schedule 1 (each a Partner and together the Partners).

Background

    1. (A)

      The Partners carry on the Business as a general partnership under the Business Name in accordance with the terms of the Partnership Agreement.

    1. (B)

      The Partners have agreed to transfer the Continuing Assets to the Continuing Partners on the terms of the Asset Sale Agreement and that the Continuing Partners shall be entitled to carry on the Business under the Business Name as a going concern with effect from the Transfer Date.

    1. (C)

      The Partners wish to dissolve and wind up the Partnership [as provided for in clause [number] of the Partnership Agreement] on the terms of this deed.

AGREED TERMS:

    1. 1

      Definitions and interpretation

      1. 1.1

        The definitions and rules of interpretation in the Partnership Agreement shall apply in this deed except where expressly stated to the contrary.

      1. 1.2

        In this deed:

        Asset Sale Agreement

        1. means the agreement dated [the same date as this deed] made between (i) the Partners and (ii) the Continuing Partners for the sale and purchase of the Continuing Assets and the Business;

        Bank Account

        1. means the designated bank account of the Partnership at [insert name of bank], sort code: [sort code] and account number: [account number];

        Business Name

        1. means [insert any

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