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Partnership Dissolution Agreement for Indonesia

Partnership Dissolution Agreement Template for Indonesia

A comprehensive legal document governed by Indonesian law that formalizes the termination of a business partnership. It outlines the terms and conditions for dissolving the partnership, including asset distribution, liability settlement, and post-dissolution obligations. The agreement ensures compliance with Indonesian Civil Code (KUHPerdata) and Commercial Code (KUHD) requirements, while addressing tax implications and business registration matters. It provides a clear framework for partners to wind down their business relationship while protecting their respective interests and maintaining legal compliance.

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What is a Partnership Dissolution Agreement?

The Partnership Dissolution Agreement is a crucial document used when business partners decide to formally end their partnership in Indonesia. This agreement becomes necessary when partners choose to terminate their business relationship due to various reasons such as retirement, strategic differences, or pursuit of separate opportunities. It must comply with Indonesian legal requirements, particularly the Civil Code (KUHPerdata) and Commercial Code (KUHD), and address all aspects of the dissolution process. The document typically includes detailed provisions for asset distribution, liability settlement, client handling, and post-dissolution obligations. It also ensures proper reporting to relevant authorities, including tax offices and business registration bodies. The agreement serves as a comprehensive record of the partners' mutual understanding and agreements regarding the dissolution, helping prevent future disputes and providing a clear roadmap for the separation process.

What sections should be included in a Partnership Dissolution Agreement?

1. Parties: Identification and details of all partners involved in the dissolution

2. Background: Context of the partnership and reasons for dissolution

3. Definitions: Key terms used throughout the agreement

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

5. Final Accounting: Agreement on the final financial position of the partnership

6. Asset Distribution: Details of how partnership assets will be divided among partners

7. Liability Settlement: Process for settling outstanding debts and liabilities

8. Client and Contract Treatment: Handling of existing clients, contracts, and ongoing projects

9. Confidentiality: Ongoing obligations regarding partnership confidential information

10. Non-Competition and Non-Solicitation: Restrictions on partners' future business activities

11. Tax Matters: Agreement on handling tax obligations and filings

12. Release of Claims: Mutual release of claims between partners

13. Governing Law: Confirmation of Indonesian law as governing law

14. Dispute Resolution: Process for resolving any disputes arising from the dissolution

15. Notices: Method and addresses for formal communications

16. General Provisions: Standard boilerplate clauses including severability and entire agreement

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

1. Intellectual Property Rights: Distribution and licensing of IP rights (when partnership owns intellectual property)

2. Employee Matters: Treatment of employees and employment contracts (for partnerships with employees)

3. Insurance: Handling of insurance policies and claims (when significant insurance matters exist)

4. Real Estate: Treatment of lease agreements or owned property (when real estate is involved)

5. Foreign Investment Provisions: Special provisions for foreign investment compliance (when foreign partners are involved)

6. Ongoing Projects Completion: Specific arrangements for completing ongoing projects (when significant projects are in progress)

7. Bank Accounts and Financial Instruments: Handling of joint financial accounts and instruments (when complex financial arrangements exist)

8. Partnership Name and Goodwill: Agreement on the use of partnership name and division of goodwill (when significant brand value exists)

What schedules should be included in a Partnership Dissolution Agreement?

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

2. Schedule B - Distribution Plan: Specific allocation of assets and liabilities to each partner

3. Schedule C - Outstanding Liabilities: List of all debts, obligations, and payment responsibilities

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

5. Schedule E - Ongoing Contracts: List of active contracts and their treatment post-dissolution

6. Appendix 1 - Final Balance Sheet: Current financial position of the partnership

7. Appendix 2 - Tax Clearance Documents: Relevant tax documentation and clearances

8. Appendix 3 - Partner Resignation Letters: Official letters of resignation from 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

Indonesia

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions













































Clauses



































Relevant Industries

Professional Services

Retail

Manufacturing

Construction

Technology

Real Estate

Agriculture

Trading

Consulting

Healthcare

Food and Beverage

Transportation and Logistics

Creative Industries

Education

Relevant Teams

Legal

Finance

Tax

Compliance

Corporate Secretarial

Risk Management

Operations

Business Development

Account Management

Administrative

Relevant Roles

Managing Partner

Business Owner

CEO

CFO

Legal Counsel

Corporate Secretary

Finance Director

Tax Director

Business Development Director

Operations Manager

Partnership Manager

Compliance Officer

Risk Manager

Account Manager

Financial Controller

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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