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Partnership Dissolution Agreement

A completed winding-up agreement for a two-person partnership covering cessation, debts, asset sale, client transition, accounts, tax and mutual release.

Jurisdiction: England and Wales - completed fictional worked example

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Important: This sample provides general legal information only and is not legal advice. Check the law, prescribed forms and signing requirements that apply to your exact jurisdiction and circumstances before use.

# PARTNERSHIP DISSOLUTION AGREEMENT

Date: 30 April 2030

Parties: Daniel Brooks and Farah Malik

## 1. Parties and purpose

Daniel Brooks of 15 Queen Street, Norwich NR2 1SG and Farah Malik of 4 Elm Road, Norwich NR3 2QH agree to dissolve their general partnership trading as Brooks Malik Design from 30 April 2030. The partnership has no separate limited-liability status and its final accounts are attached.

## 2. Scope, price and subject

No new work will be accepted after the dissolution date except work necessary to complete or protect existing projects. The partners notify clients, suppliers, HMRC and the bank, cancel subscriptions and preserve the business records. Neither may hold out the other as authorised after the date.

## 3. Operating duties

The partnership sells its design equipment to Norfolk Studio Limited for £18,000, collects £9,400 of receivables and pays £6,250 of supplier debts, £1,100 of tax reserve and final accountancy fees. Cash remaining after liabilities is divided Daniel 55% and Farah 45%, matching their capital and profit shares.

## 4. Rights, records and compliance

Daniel will complete the Fenwick Museum project and Farah will complete the Alder Housing work; each accounts for client monies and transfers files with client consent. Client personal data is returned or securely deleted under UK GDPR, except records required for legal retention. The trading name and website are retired unless separately purchased.

## 5. Term, ending and remedies

Each partner warrants that disclosed liabilities and assets are complete to the best of knowledge. Unknown pre-dissolution liabilities are shared in the same 55:45 ratio, except a liability caused by one partner's fraud, unauthorised commitment or wilful breach. The partners cooperate on final tax returns and keep records for six years.

## 6. Liability and reservations

After payment and allocation, each releases the other from partnership claims known at signing, excluding enforcement, fraud, undisclosed liabilities and rights to the agreed final account. If a creditor claim arises, the partners meet within ten Business Days and may mediate through Norwich and District Mediation.

## 7. Governing law and signatures

England and Wales law governs and its courts have exclusive jurisdiction. Daniel and Farah sign on 30 April 2030 after independent advice. This agreement dissolves and winds up the partnership; it does not itself transfer client contracts without any required client consent or novation.

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