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Partnership Dissolution Agreement for Switzerland

Partnership Dissolution Agreement Template for Switzerland

A comprehensive legal document governed by Swiss law, specifically the Swiss Code of Obligations, that formally terminates a partnership arrangement between two or more parties. This agreement outlines the complete dissolution process, including asset distribution, liability allocation, client management, and post-dissolution obligations. It addresses all aspects required under Swiss partnership law, including cantonal regulations where applicable, and ensures compliance with Swiss tax and commercial registration requirements. The document provides a structured framework for winding up partnership affairs while protecting all parties' interests and maintaining legal compliance throughout the dissolution process.

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What is a Partnership Dissolution Agreement?

The Partnership Dissolution Agreement is a crucial document used when partners decide to formally end their business relationship under Swiss law. It becomes necessary when partners choose to terminate their partnership due to retirement, strategic decisions, disagreements, or other circumstances requiring the partnership's dissolution. The agreement must comply with the Swiss Code of Obligations (Obligationenrecht) and relevant cantonal regulations, covering essential aspects such as asset division, liability allocation, client transition, and tax implications. This document serves as the definitive record of the dissolution terms, protecting all parties' interests and providing clear guidelines for winding up the partnership's affairs. It's particularly important in Switzerland's sophisticated business environment, where clear documentation and compliance with federal and cantonal requirements are essential for proper business dissolution.

What sections should be included in a Partnership Dissolution Agreement?

1. Parties: Identification of all partners and their current contact details

2. Background: Brief history of the partnership, reference to original partnership agreement, and reason for dissolution

3. Definitions: Key terms used throughout the agreement

4. Dissolution Date: Specific date when the partnership will be officially dissolved

5. Final Accounts: Agreement on final partnership accounts and financial statements

6. Asset Distribution: Process and terms for distributing partnership assets among partners

7. Liabilities and Debts: Allocation of existing liabilities and process for handling outstanding debts

8. Client and Contract Management: Handling of existing client relationships and ongoing contracts

9. Partnership Name and Goodwill: Agreement on the use of partnership name and allocation of goodwill

10. Confidentiality: Ongoing obligations regarding confidential information

11. Tax Matters: Handling of tax obligations and distributions

12. Release and Indemnification: Mutual release of claims and indemnification provisions

13. Governing Law: Confirmation of Swiss law application and jurisdiction

14. Notices: Process for serving notices under the agreement

15. Entire Agreement: Standard boilerplate confirming this as the complete agreement

What sections are optional to include in a Partnership Dissolution Agreement?

1. Ongoing Litigation: Required if there are pending legal proceedings involving the partnership

2. Intellectual Property Rights: Needed if the partnership owns significant IP that needs to be allocated

3. Employee Matters: Required if the partnership has employees who need to be addressed

4. Insurance and Claims: Include if there are ongoing insurance policies or pending claims

5. Non-Competition: Optional restrictions on partners' future business activities

6. Real Estate: Required if the partnership owns or leases real property

7. Bank Accounts and Credit Cards: Include if there are complex banking arrangements to be unwound

8. Dispute Resolution: Optional specific dispute resolution mechanisms beyond court jurisdiction

What schedules should be included in a Partnership Dissolution Agreement?

1. Schedule 1 - Asset Register: Detailed list of all partnership assets and their agreed values

2. Schedule 2 - Distribution Plan: Specific allocation of assets and liabilities among partners

3. Schedule 3 - Client List: Complete list of clients and agreed allocation between partners

4. Schedule 4 - Outstanding Liabilities: Detailed list of all partnership debts and payment responsibilities

5. Schedule 5 - Pending Contracts: List of ongoing contracts and their disposition

6. Schedule 6 - Required Notices: Template notices for clients, suppliers, and authorities

7. Appendix A - Final Accounts: Copy of final partnership accounts and financial statements

8. Appendix B - Resignation Letters: Standard form resignation letters for partnership positions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Switzerland

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
































Clauses































Relevant Industries

Professional Services

Legal Services

Accounting & Tax

Management Consulting

Architecture & Design

Medical Practices

Engineering Services

Real Estate

Information Technology

Creative Services

Financial Services

Construction

Retail

Restaurant & Hospitality

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Tax

Operations

Management

Business Development

Human Resources

Risk Management

Relevant Roles

Managing Partner

Senior Partner

Partner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Business Owner

Managing Director

Finance Director

Tax Advisor

Company Secretary

Compliance Officer

Business Development Director

Operations Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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