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Partnership Termination Agreement for the United States

Partnership Termination Agreement Template for United States

A Partnership Termination Agreement is a legal document used in the United States to formally dissolve a business partnership and establish the terms of separation. This agreement outlines the division of assets and liabilities, handles ongoing obligations, and provides mutual releases between partners. It complies with both federal partnership laws and state-specific requirements, ensuring a clean break while protecting all parties' interests.

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What is a Partnership Termination Agreement?

The Partnership Termination Agreement serves as a crucial document when business partners decide to end their professional relationship. It is essential for ensuring a smooth dissolution process while complying with U.S. federal and state partnership laws. This agreement covers critical aspects such as asset distribution, debt allocation, client transition, and ongoing obligations. It's particularly important for protecting all parties' interests and preventing future disputes by clearly documenting the terms of separation.

What sections should be included in a Partnership Termination Agreement?

1. Parties: Identification of all partners involved in the termination

2. Background/Recitals: Brief history of partnership and reasons for termination

3. Definitions: Key terms used throughout the agreement

4. Effective Date of Termination: Specific date when partnership will officially end

5. Distribution of Assets: How partnership assets will be divided

6. Settlement of Liabilities: How outstanding debts and obligations will be handled

7. Final Accounting: Process for final financial reconciliation

8. Release of Obligations: Mutual release of future partnership obligations

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

1. Non-Compete Provisions: Restrictions on future business activities (include when partners want to prevent competition after dissolution)

2. Intellectual Property Rights: Division of IP assets (include when partnership owns intellectual property)

3. Employee Arrangements: Handling of employment contracts (include when partnership has employees)

4. Ongoing Projects: Completion of existing contracts (include when there are incomplete projects)

What schedules should be included in a Partnership Termination Agreement?

1. Asset Schedule: Detailed list of partnership assets and their allocation

2. Liability Schedule: List of all outstanding debts and obligations

3. Client List: Distribution of clients between partners

4. Final Balance Sheet: Current financial position of partnership

5. Tax Documentation: Relevant tax forms and certificates

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

United States

Publisher

Ƶ

Cost

Free to use
Clauses

























Industries

Uniform Partnership Act (UPA) and Revised Uniform Partnership Act (RUPA): Federal laws providing the basic framework for partnership formation, operation, and dissolution across the United States

Internal Revenue Code: Federal tax regulations governing the tax implications of partnership dissolution, including final tax returns and asset distribution taxation

State Partnership Laws: State-specific legislation governing partnership dissolution, including local registration requirements and dissolution procedures

State Business Registration Rules: Requirements for formally dissolving the partnership with state authorities, including filing dissolution certificates with Secretary of State

Contract Law: General principles governing the formation and enforcement of the termination agreement, including consideration and mutual assent

Employment Law: Regulations concerning the treatment of employees during partnership dissolution, including FLSA compliance and worker protection

Securities Law: Regulations that may apply if partnership interests are considered securities, including SEC requirements and state blue sky laws

Uniform Commercial Code: State-adopted regulations governing commercial transactions, relevant for handling business assets and obligations during dissolution

Bankruptcy Code: Federal regulations that may apply if the partnership dissolution involves insolvency or debt restructuring

Industry-Specific Regulations: Particular rules and requirements that apply to partnership dissolution in regulated industries (e.g., healthcare, financial services)

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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