Partnership Dissolution Agreement

A Partnership Dissolution Agreement is an agreement used by partners of a business to set out the terms and conditions of a partnership dissolution. A partnership is a business owned and managed by two or more persons for the sole purpose of making a profit. The parties engaged in a partnership business are called partners.

Under the law, a partnership business can be dissolved for any of the following reasons:

• Subject to any partnership agreement, if the partners agree to dissolve the partnership;
• When the partnership was created for a specified period. This is when the Partnership Agreement states that the partnership will operate for a particular period. This means that the partnership will be dissolved at the end of the stipulated period;
• If the partnership was created to carry out a single undertaking or adventure, at the termination of that undertaking or adventure;
• When one or more of the partners use the partnership business to perpetrate illegal activities.

A Partnership Dissolution Agreement can particularly be useful if the partnership is operating without a Partnership Agreement or if the Partnership Agreement does not provide terms and conditions for ending the partnership.

By creating a precise timeline, delineating the roles and duties of the partners and clearly describing the distribution of the remaining partnership assets, this document simplifies the process of partnership dissolution.

How to use this document

This document is used as a first step to dissolve a partnership. This agreement specifies the following:

• Name of the partnership: This is the legal name by which the partnership operates its business.

• Purpose of the partnership: This is a brief description of the business the partnership has been conducting.
• The information of the partners: This includes the full names and addresses of all the partners.
• Plan for the dissolution: This includes when and how the partnership will be dissolved. It also includes the date the partnership will cease to operate.
• Liquidation plan: This includes the appointment of the liquidating partner who will be responsible for making an inventory of all the assets and liabilities of the partnership and distributing the partnership assets.
• Division of partnership assets: This is a description of how the partnership's assets will be distributed.

After filling out the form, it should be downloaded, and printed, and each partner should sign all the copies of this document. Each of the partners should also keep a signed copy for record purposes.

Note that creating or signing a Partnership Dissolution Agreement does not automatically end a partnership. The partnership will continue operation until the partnership's debts have been fully settled, the assets of the partnership have been properly distributed, and the dissolution process has been completed.

After the dissolution, the partners are required to file a notice of dissolution at the Corporate Affairs Commission. Also, the partners are required to publish the notice of dissolution in the newspaper and public gazette and send the notice to their customers and clients.

Once the dissolution process is completed, the partnership will be formally dissolved and all the partners will no longer be personally liable for any partnership obligations.

Applicable law

Partnerships in Nigeria are subject to both federal and state legislation. Therefore, the Partnership Act 1958 and the Partnership laws of various states in Nigeria apply to this document.

How to modify the template

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.