Partnership Termination Kit

for Your State

Helpful forms and instructions to assist in terminating a partnership.

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There are occasions when the parties to a partnership concur that a Partnership Agreement should be terminated. In this instance it is imperative that the parties have a comprehensive Termination of Partnership Agreement. In order for the dissolution to proceed as amicably as possible, all aspects of the impending termination should be carefully considered. This kit contains a worksheet designed to assist you in understanding the important factors to consider when terminating a partnership and a Termination of Partnership Agreement.

This Partnership Termination Kit for your state includes the following:
  • Partnership Termination Worksheet for use in gathering pertinent information regarding the termination;
  • Termination of Partnership Agreement which contains the names of the parties to the partnership, the date the partnership is terminated and the agreement setting forth the proportionate share of the assets and liabilities of the partnership.

Protect yourself, your rights and your business by using our professionally prepared up-to-date forms.

This attorney-prepared packet contains:
  1. Information
  2. Termination of Partnership Kit for use in your state
State Law Compliance: This form complies with the laws of your state
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Termination of Partnership









This Packet Includes:
1. Information
2. Termination of Partnership





Information
Termination of Partnership

This kit includes a form and instructions to aid you in terminating your Partnership.

In virtually all partnerships, there will come a time when the partners will desire that the partnership cease to exist.  In order for the dissolution of the partnership to proceed as amicably as possible, it is wise to carefully consider all aspects of the impending end of the partnership and to draft a comprehensive Termination of Partnership Agreement that will cover each aspect of dissolution of the business to each partners satisfaction.  The termination of a business partnership is, perhaps, one of the most difficult business situations to confront.  Included in this kit is a worksheet designed to assist you in understanding the factors that will be important as you proceed to terminate your business partnership.  Following the worksheet is a Termination of Partnership Agreement that you may use as an outline to prepare your own customized agreement.

Note: Before terminating your partnership, you may wish to consult the laws in your state governing the operation of partnerships.  For a brief overview of these laws, please visit our State Law Digest.  For your convenience, links to the digest are provided in Appendix A.






DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS.


 
Partnership Termination Worksheet


Date proposed for termination:    

Reason for termination:    

Valuation of partnership business: $    

Who will appraise the partnership property?:     

Appraisal of partnership property:  $    

Does anyone hold a right of first refusal or option to purchase the business?    

Is an outside purchase or lease of the business involved?     

If so, what are the proposed terms of the outside purchasers offer to buy or lease the business?
   

Are these terms unanimously acceptable to the partners?    

Is the business to be sold or leased to an existing partner?    

If so, what are the proposed terms of the existing partners offer to buy or lease the business?    
   

Are these terms unanimously acceptable to the partners?    

Will the partnership business be discontinued with no purchase of partnership assets?    

What disposition will be made of the partnership name?    

What date is set for the sale/lease/liquidation of the partnership?    

What are the proportionate shares of profits and losses of each partner?    
   

What is the liquidation or sale value of all of the partnership assets?    
   

What is the value of all of the partnership liabilities, other than to the partners?    
   

What will be the remaining partnership assets after all partnership liabilities have been met?    
   
How much will be distributed to each partners income account?    

How much will be distributed to each partners capital account?    

What additional partnership funds will be distributed to each partner?    
   

Who will wind up the partnership business?    

What is the estimated date for the distribution of the final partnership assets?    


Termination of Partnership Agreement

This Termination of Partnership Agreement is made on _____________, 20___, by and between _______________________, of ___________________, City of ________________, State of __________________ and ________________________, of ___________________, City of __________________, State of _______________.  It is intended to permanently terminate the partnership that was created by the Partnership Agreement between the above parties that is dated _____________, 20___.


The above noted partners agree to terminate their Partnership under the following terms and conditions:

1.   After ________________, 20___, no partner shall engage in any further partnership business nor incur any further partnership obligations, other than to liquidate the assets of the partnership and, in general, wind up the partnerships affair.

2.   The partners agree that each asset of the partnership has a present fair market value equal to the assets value as shown on the financial records of the partnership.  However, if an asset is sold, the partners agree that that asset shall be deemed to have a fair market value equal to its sale price.

3.   The partners agree that their proportionate shares of the assets and liabilities of the partnership are as follows:







4.   The partnership shall proceed to have an accounting made of all of the assets and liabilities of the partnership.  The equities of the partnerships creditors and partners shall be determined on the date of the accounting, which shall be no later than ______________, 20___.  Any liabilities incurred or funds received by the partnership after this date shall be distributed to
      the partners according to their proportionate shares.

5.   Any partnership assets shall be sold.  Any partner shall have the right to purchase any partnership asset before any sale to an outside purchaser.  The proceeds from the sale of the partnership assets, along with any partnership funds, shall be applied to the partnership liabilities in the following order:

a.   To all the debts and obligations of the partnership.
b.   To the partners income accounts to the partners in their proportional share.
c.   To the partners capital accounts to the partners in their proportional share.
d.   To any remaining assets to the partners in their proportional share.

6.   Every partner hereby represents that he or she has not obligated the partnership in any way that does not appear on the records of the partnership, nor has he or she received any funds or assets that do not appear on the records of the partnership.

7.   The partnership name shall be disposed of as follows:



8.   No modification of this Agreement shall be effective unless it is in writing and signed by a majority of the partners.  This Agreement binds and benefits all partners and any successors, inheritors, assigns, or representatives of the partners.  Time is of the essence of this Agreement.  This document is the entire Termination of Partnership Agreement between the partners.  Any attached papers that are referred to in this Agreement are part of this Agreement.  Any alleged oral agreements shall have no force or effect.  This Agreement is governed by the laws of the State of ____________.  If any portion of this Agreement is held to be invalid, void, or unenforceable by any court of law of competent jurisdiction, the rest of the Agreement shall remain in full force and effect.


Dated    



   
Signature of Partner

   
Name of Partner


   
Signature of Partner

   
Name of Partner

APPENDIX A
FindLegalForms.com
State Law Digest for Partnerships
Provided under agreement with copyright holder,
© Nova Publishing Company 2004

(Click on the appropriate state link below to access the states partnership law summary)

ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING

Number of Pages7
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#27375
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Termination of Partnership









This Packet Includes:
1. Information
2. Termination of Partnership





Information
Termination of Partnership

This kit includes a form and instructions to aid you in terminating your Partnership.

In virtually all partnerships, there will come a time when the partners will desire that the partnership cease to exist.  In order for the dissolution of the partnership to proceed as amicably as possible, it is wise to carefully consider all aspects of the impending end of the partnership and to draft a comprehensive Termination of Partnership Agreement that will cover each aspect of dissolution of the business to each partners satisfaction.  The termination of a business partnership is, perhaps, one of the most difficult business situations to confront.  Included in this kit is a worksheet designed to assist you in understanding the factors that will be important as you proceed to terminate your business partnership.  Following the worksheet is a Termination of Partnership Agreement that you may use as an outline to prepare your own customized agreement.

Note: Before terminating your partnership, you may wish to consult the laws in your state governing the operation of partnerships.  For a brief overview of these laws, please visit our State Law Digest.  For your convenience, links to the digest are provided in Appendix A.






DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS.


 
Partnership Termination Worksheet


Date proposed for termination:    

Reason for termination:    

Valuation of partnership business: $    

Who will appraise the partnership property?:     

Appraisal of partnership property:  $    

Does anyone hold a right of first refusal or option to purchase the business?    

Is an outside purchase or lease of the business involved?     

If so, what are the proposed terms of the outside purchasers offer to buy or lease the business?
   

Are these terms unanimously acceptable to the partners?    

Is the business to be sold or leased to an existing partner?    

If so, what are the proposed terms of the existing partners offer to buy or lease the business?    
   

Are these terms unanimously acceptable to the partners?    

Will the partnership business be discontinued with no purchase of partnership assets?    

What disposition will be made of the partnership name?    

What date is set for the sale/lease/liquidation of the partnership?    

What are the proportionate shares of profits and losses of each partner?    
   

What is the liquidation or sale value of all of the partnership assets?    
   

What is the value of all of the partnership liabilities, other than to the partners?    
   

What will be the remaining partnership assets after all partnership liabilities have been met?    
   
How much will be distributed to each partners income account?    

How much will be distributed to each partners capital account?    

What additional partnership funds will be distributed to each partner?    
   

Who will wind up the partnership business?    

What is the estimated date for the distribution of the final partnership assets?    


Termination of Partnership Agreement

This Termination of Partnership Agreement is made on _____________, 20___, by and between _______________________, of ___________________, City of ________________, State of __________________ and ________________________, of ___________________, City of __________________, State of _______________.  It is intended to permanently terminate the partnership that was created by the Partnership Agreement between the above parties that is dated _____________, 20___.


The above noted partners agree to terminate their Partnership under the following terms and conditions:

1.   After ________________, 20___, no partner shall engage in any further partnership business nor incur any further partnership obligations, other than to liquidate the assets of the partnership and, in general, wind up the partnerships affair.

2.   The partners agree that each asset of the partnership has a present fair market value equal to the assets value as shown on the financial records of the partnership.  However, if an asset is sold, the partners agree that that asset shall be deemed to have a fair market value equal to its sale price.

3.   The partners agree that their proportionate shares of the assets and liabilities of the partnership are as follows:







4.   The partnership shall proceed to have an accounting made of all of the assets and liabilities of the partnership.  The equities of the partnerships creditors and partners shall be determined on the date of the accounting, which shall be no later than ______________, 20___.  Any liabilities incurred or funds received by the partnership after this date shall be distributed to
      the partners according to their proportionate shares.

5.   Any partnership assets shall be sold.  Any partner shall have the right to purchase any partnership asset before any sale to an outside purchaser.  The proceeds from the sale of the partnership assets, along with any partnership funds, shall be applied to the partnership liabilities in the following order:

a.   To all the debts and obligations of the partnership.
b.   To the partners income accounts to the partners in their proportional share.
c.   To the partners capital accounts to the partners in their proportional share.
d.   To any remaining assets to the partners in their proportional share.

6.   Every partner hereby represents that he or she has not obligated the partnership in any way that does not appear on the records of the partnership, nor has he or she received any funds or assets that do not appear on the records of the partnership.

7.   The partnership name shall be disposed of as follows:



8.   No modification of this Agreement shall be effective unless it is in writing and signed by a majority of the partners.  This Agreement binds and benefits all partners and any successors, inheritors, assigns, or representatives of the partners.  Time is of the essence of this Agreement.  This document is the entire Termination of Partnership Agreement between the partners.  Any attached papers that are referred to in this Agreement are part of this Agreement.  Any alleged oral agreements shall have no force or effect.  This Agreement is governed by the laws of the State of ____________.  If any portion of this Agreement is held to be invalid, void, or unenforceable by any court of law of competent jurisdiction, the rest of the Agreement shall remain in full force and effect.


Dated    



   
Signature of Partner

   
Name of Partner


   
Signature of Partner

   
Name of Partner

APPENDIX A
FindLegalForms.com
State Law Digest for Partnerships
Provided under agreement with copyright holder,
© Nova Publishing Company 2004

(Click on the appropriate state link below to access the states partnership law summary)

ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING

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