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Limited Partnership Dissolution Agreement

Limited Partnership Dissolution Agreement Template for Canada

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Key Requirements PROMPT example:

Limited Partnership Dissolution Agreement

"I need a Limited Partnership Dissolution Agreement for a real estate investment partnership with 1 general partner and 12 limited partners, with planned dissolution date of March 1, 2025, including specific provisions for the distribution of multiple property assets and outstanding tenant agreements."

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Document background
The Limited Partnership Dissolution Agreement is a crucial document used when partners have agreed to terminate their limited partnership or when dissolution is required by law or circumstances. This agreement, structured under Canadian federal and provincial legislation, particularly the Limited Partnerships Act and Partnership Act of the relevant province, provides a comprehensive framework for dissolving the partnership in an orderly manner. It outlines the process for ceasing operations, liquidating assets, settling liabilities, making final distributions to partners, and ensuring all regulatory requirements are met. The document is essential for protecting all parties' interests during the dissolution process and minimizing the risk of future disputes.
Suggested Sections

1. Parties: Identification of all parties including the General Partner(s) and all Limited Partners

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

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

4. Agreement to Dissolve: Formal agreement of all partners to dissolve the partnership and the effective date of dissolution

5. Appointment of Liquidator: Designation of person(s) responsible for managing the dissolution process

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

7. Distribution of Assets: Process and principles for distributing partnership assets among partners

8. Settlement of Liabilities: Process for paying creditors and settling outstanding debts

9. Final Accounting: Requirements for final partnership accounting and financial statements

10. Tax Matters: Handling of tax obligations and filing of final tax returns

11. Release and Indemnification: Mutual releases between partners and indemnification provisions

12. Governing Law: Specification of applicable law and jurisdiction

13. Execution: Signature blocks and execution requirements

Optional Sections

1. Employee Matters: Provisions dealing with employees, termination, and benefits (if the partnership has employees)

2. Intellectual Property: Distribution or assignment of IP rights (if the partnership owns IP)

3. Ongoing Litigation: Handling of pending or potential legal proceedings (if applicable)

4. Insurance Matters: Provisions for maintaining or terminating insurance policies and handling claims

5. Confidentiality: Ongoing obligations regarding partnership confidential information

6. Real Estate: Provisions for handling real property owned by the partnership

7. Environmental Matters: Provisions addressing environmental liabilities and obligations

8. Dispute Resolution: Specific procedures for resolving disputes during dissolution process

Suggested Schedules

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

2. Schedule B - Liabilities Schedule: Comprehensive list of all partnership liabilities and obligations

3. Schedule C - Distribution Plan: Detailed plan for distribution of assets among partners

4. Schedule D - Partner Capital Accounts: Current status of all partners' capital accounts

5. Schedule E - Outstanding Contracts: List of contracts requiring termination or assignment

6. Appendix 1 - Dissolution Timeline: Timeline for completing various aspects of the dissolution process

7. Appendix 2 - Required Filings: List of required government and regulatory filings for dissolution

8. Appendix 3 - Final Accounting Procedures: Detailed procedures for conducting final partnership accounting

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
Clauses
Interpretation
Dissolution
Appointment
Asset Distribution
Liability Settlement
Partnership Property
Final Accounting
Tax Matters
Indemnification
Release
Confidentiality
Non-Competition
Assignment
Notice
Severability
Governing Law
Dispute Resolution
Further Assurance
Entire Agreement
Amendment
Waiver
Survival
Force Majeure
Counterparts
Employee Matters
Insurance
Intellectual Property
Environmental Matters
Regulatory Compliance
Third Party Rights
Costs and Expenses
Time of Essence
Partnership Records
Binding Effect
Authority
Relevant Industries

Real Estate

Private Equity

Venture Capital

Professional Services

Investment Management

Natural Resources

Infrastructure

Agriculture

Manufacturing

Entertainment

Relevant Teams

Legal

Finance

Tax

Compliance

Corporate Governance

Operations

Investment

Risk Management

Business Development

Administrative Services

Relevant Roles

General Counsel

Partnership Attorney

Chief Financial Officer

Tax Director

Managing Partner

Compliance Officer

Business Development Director

Corporate Secretary

Fund Manager

Investment Manager

Risk Manager

Partnership Administrator

Financial Controller

Operations Director

Industries
Limited Partnerships Act: Provincial legislation (varies by province) that governs the formation, operation, and dissolution of limited partnerships, including requirements for filing dissolution notices
Partnership Act: Provincial legislation that provides the basic framework for partnerships and applies to limited partnerships where not superseded by the Limited Partnerships Act
Income Tax Act (Federal): Federal legislation governing tax implications of partnership dissolution, including distribution of assets and final tax returns
Business Names Act: Provincial legislation governing the registration and termination of business names, including requirements for cancellation of business name registrations
Employment Standards Act: Provincial legislation that may be relevant if the partnership has employees who will be affected by the dissolution
Securities Act: Provincial legislation that may be relevant if the limited partnership involves investment components or if the dissolution involves transfer of securities
Bulk Sales Act: Provincial legislation (where still in force) that may apply if the dissolution involves the sale of business assets in bulk
Personal Property Security Act: Provincial legislation relevant if the partnership has secured creditors or assets subject to security interests that need to be addressed in dissolution
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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