The Limited Partnership Dissolution Agreement is a crucial document used when partners decide to terminate their limited partnership in Hong Kong. It becomes necessary when partners agree to dissolve the partnership, whether due to achievement of objectives, expiration of term, mutual agreement, or other circumstances specified in the original partnership agreement. The document must comply with the Hong Kong Limited Partnerships Ordinance (Cap. 37) and related legislation, ensuring proper procedures are followed for asset distribution, liability settlement, and partner releases. It includes detailed provisions for winding up the partnership's affairs, handling outstanding obligations, and maintaining necessary records. This agreement is particularly important as it helps prevent future disputes by clearly documenting the dissolution process and each partner's rights and obligations during and after dissolution.
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1. Parties: Identification of all partners (general and limited) and their respective roles in the partnership
2. Background: Brief history of the partnership, reference to original partnership agreement, and reasons for dissolution
3. Definitions: Key terms used throughout the agreement
4. Dissolution Date: Specific date when the partnership will be dissolved and cease operations
5. Appointment of Liquidator: Details of the appointed liquidator (if any) and their powers
6. Process of Winding Up: Step-by-step procedure for winding up the partnership's affairs
7. Distribution of Assets: Method and order of distributing partnership assets among partners
8. Settlement of Liabilities: Process for paying creditors and settling outstanding debts
9. Final Accounts: Preparation and approval of final partnership accounts
10. Partner Obligations: Continuing obligations of partners during dissolution process
11. Release and Discharge: Mutual release of partners from future claims
12. Confidentiality: Ongoing confidentiality obligations post-dissolution
13. Governing Law: Confirmation of Hong Kong law as governing law
14. Execution: Signature blocks and execution formalities
1. Intellectual Property Rights: Distribution and assignment of IP rights, if applicable
2. Employee Matters: Handling of employment contracts and obligations, if partnership has employees
3. Ongoing Litigation: Provisions for handling any pending legal proceedings
4. Tax Matters: Special provisions for handling tax liabilities and obligations
5. Insurance: Provisions for maintaining or terminating insurance policies
6. Dispute Resolution: Alternative dispute resolution mechanisms for dissolution-related disputes
7. Notice Provisions: Specific requirements for giving notices during dissolution process
1. Schedule 1 - Partnership Assets: Comprehensive list of all partnership assets and their agreed values
2. Schedule 2 - Partnership Liabilities: List of all known liabilities and obligations
3. Schedule 3 - Distribution Plan: Detailed plan for distribution of assets including timing and method
4. Schedule 4 - Partner Capital Accounts: Current status of partner capital accounts and contributions
5. Schedule 5 - Outstanding Contracts: List of contracts requiring assignment or termination
6. Appendix A - Original Partnership Agreement: Copy of the original partnership agreement and amendments
7. Appendix B - Final Accounts Template: Format for preparation of final partnership accounts
Relevant legal definitions
Clauses
Relevant Industries
Investment Management
Private Equity
Real Estate
Professional Services
Venture Capital
Financial Services
Asset Management
Family Office
Trading & Commerce
Manufacturing
Relevant Teams
Legal
Finance
Compliance
Corporate Secretarial
Risk Management
Investment
Operations
Administrative
Partnership Management
Business Development
Relevant Roles
Managing Partner
General Partner
Limited Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Partnership Administrator
Finance Director
Managing Director
Investment Manager
Risk Manager
Compliance Officer
Account Manager
Business Development Director
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