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Partnership Dissolution Agreement

Partnership Dissolution Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Partnership Dissolution Agreement

"I need a Partnership Dissolution Agreement for a two-partner professional services firm in Dubai, with an agreed dissolution date of March 1, 2025, where we want to include specific provisions for equal distribution of client accounts and office equipment."

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Document background
A Partnership Dissolution Agreement is a crucial legal document used when partners decide to formally end their business relationship in the UAE. This document becomes necessary when partners choose to discontinue their business operations, whether due to retirement, disagreements, or strategic decisions. The agreement must comply with UAE federal and local laws, particularly the Commercial Transactions Law and Commercial Companies Law, and should be drafted with consideration of mainland or free zone regulations where applicable. The Partnership Dissolution Agreement includes comprehensive details about asset distribution, liability settlement, ongoing obligations, and the formal process of business cessation. It protects all parties' interests by clearly defining their rights and responsibilities during and after the dissolution process, while ensuring proper compliance with UAE regulatory requirements, including those from relevant licensing authorities and tax obligations.
Suggested Sections

1. Parties: Identification of all partners involved in the dissolution, including full legal names and addresses

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

3. Definitions: Definitions of key terms used throughout the agreement

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

5. Cessation of Business: Terms regarding the termination of business operations and handling of ongoing contracts

6. Settlement of Accounts: Process for settling all partnership accounts, including outstanding debts and receivables

7. Distribution of Assets: Detailed provisions for the division and distribution of partnership assets

8. Partner Obligations: Ongoing obligations of partners during the dissolution process

9. Liability and Indemnification: Partners' responsibilities for existing and future liabilities

10. Confidentiality: Obligations regarding confidential information post-dissolution

11. Notices: Process for serving formal notices between parties

12. Governing Law and Jurisdiction: Confirmation of UAE law application and jurisdiction

13. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.

Optional Sections

1. Intellectual Property Rights: Distribution and future use of partnership IP assets - include when IP assets exist

2. Employee Matters: Handling of employment contracts and obligations - include when partnership has employees

3. Ongoing Projects: Completion or transfer of existing projects - include when there are incomplete projects

4. Non-Compete Provisions: Restrictions on future business activities - include when partners agree to competition restrictions

5. Tax Matters: Specific tax-related obligations and distributions - include when significant tax implications exist

6. Dispute Resolution: Alternative dispute resolution procedures - include when partners want specific dispute resolution mechanisms

7. Insurance: Handling of insurance policies and claims - include when partnership has significant insurance matters

Suggested Schedules

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

2. Schedule 2 - Liability Register: List of all partnership liabilities and payment responsibilities

3. Schedule 3 - Distribution Plan: Detailed breakdown of how assets and liabilities will be distributed

4. Schedule 4 - Partner Capital Accounts: Statement of partner capital accounts and adjustments

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

6. Appendix A - Original Partnership Agreement: Copy of the original partnership agreement and amendments

7. Appendix B - Resignation Letters: Formal partner resignation letters if applicable

8. Appendix C - Financial Statements: Final partnership financial statements and accounts

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Assets
Business
Business Day
Completion
Completion Date
Confidential Information
Dissolution Date
Effective Date
Encumbrance
Existing Partnership Agreement
Final Accounts
Governmental Authority
Intellectual Property Rights
Liabilities
License
Partnership
Partners
Partnership Assets
Partnership Debts
Partnership Records
Remaining Partners
Retiring Partner
Settlement Amount
Termination Date
Third Party
Trade License
Transfer
UAE
VAT
Winding-up Process
Working Capital
Relevant Industries

Professional Services

Real Estate

Construction

Trading

Retail

Healthcare

Hospitality

Manufacturing

Technology

Consulting

Financial Services

Media and Entertainment

Agriculture

Transportation and Logistics

Relevant Teams

Legal

Finance

Compliance

Operations

Corporate Affairs

Risk Management

Business Development

Partner Relations

Administrative Support

Executive Leadership

Relevant Roles

Managing Partner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Company Secretary

Business Owner

Finance Director

Managing Director

Compliance Officer

Risk Manager

Operations Director

Partner Relations Manager

Corporate Lawyer

Business Development Manager

Accountant

Industries
UAE Commercial Transactions Law (Federal Law No. 18 of 1993): Primary legislation governing commercial partnerships, including dissolution procedures, partner obligations, and settlement of partnership affairs
UAE Civil Transactions Law (Federal Law No. 5 of 1985): Governs general contractual principles, obligations between parties, and legal capacity for entering into agreements
UAE Commercial Companies Law (Federal Law No. 32 of 2021): Updated legislation governing business entities, including partnership structures and dissolution requirements
UAE Corporate Tax Law (Federal Decree-Law No. 47 of 2022): Relevant for tax implications of partnership dissolution and asset distribution
UAE VAT Law (Federal Decree-Law No. 8 of 2017): Addresses VAT obligations during partnership dissolution and transfer of assets
Department of Economic Development Regulations: Local licensing authority regulations regarding business license cancellation and partnership deregistration procedures
UAE Bankruptcy Law (Federal Decree Law No. 9 of 2016): May be relevant if the partnership dissolution involves insolvency or financial distress situations
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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