Limited Partnership Dissolution Agreement for the United Kingdom

Limited Partnership Dissolution Agreement Template for England and Wales

A Limited Partnership Dissolution Agreement under English and Welsh law is a legally binding document that formally terminates a limited partnership and sets out the terms and conditions for winding up its affairs. It addresses the distribution of assets, settlement of liabilities, and obligations of both general and limited partners during and after dissolution. The agreement ensures compliance with the Limited Partnerships Act 1907 and related legislation while providing a clear framework for the orderly dissolution of the partnership.

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What is a Limited Partnership Dissolution Agreement?

The Limited Partnership Dissolution Agreement is essential when partners decide to terminate their limited partnership arrangement in England and Wales. This document is typically used when partners mutually agree to end their business relationship, when the partnership's purpose has been fulfilled, or when circumstances necessitate dissolution. It comprehensively covers asset distribution, liability settlement, partner obligations, and compliance with the Limited Partnerships Act 1907. The agreement protects all parties' interests during the dissolution process and provides a clear roadmap for winding up the partnership's affairs.

What sections should be included in a Limited Partnership Dissolution Agreement?

1. Parties: Identification of all partners (general and limited) and their details

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

3. Definitions: Key terms used throughout the agreement

4. Dissolution Date: Effective date of partnership dissolution

5. Distribution of Assets: Process and terms for distributing partnership assets

6. Settlement of Liabilities: Handling of partnership debts and obligations

7. Final Accounts: Preparation and approval of final partnership accounts

8. Governing Law: Specification of English and Welsh law as governing law

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

1. Ongoing Obligations: Post-dissolution obligations, used when partners retain certain duties

2. Non-Compete Provisions: Restrictions on future business activities when partners agree to restrict future competition

3. Dispute Resolution: Mechanism for resolving disputes during dissolution when specific procedures are desired

4. Tax Provisions: Specific arrangements for tax matters when complex tax implications exist

What schedules should be included in a Limited Partnership Dissolution Agreement?

1. Schedule of Assets: Detailed list of partnership assets and their agreed values

2. Schedule of Liabilities: Comprehensive list of partnership debts and obligations

3. Capital Account Statement: Final statement of partners' capital accounts

4. Distribution Schedule: Detailed plan for asset distribution among partners

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

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

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Industries

Limited Partnerships Act 1907: Primary legislation governing limited partnerships in England and Wales, containing fundamental provisions about partnership dissolution and winding up procedures

Partnership Act 1890: Contains general partnership principles applicable to limited partnerships, including key sections about dissolution procedures and partner rights

Companies Act 2006: While primarily focused on companies, contains provisions that may be relevant when corporate partners are involved in the limited partnership

Legislative Reform (Limited Partnerships) Order 2009: Secondary legislation that modified aspects of the 1907 Act and updated certain dissolution requirements

Financial Services and Markets Act 2000: Applicable legislation if the partnership conducts regulated activities

Insolvency Act 1986: Contains provisions about winding up procedures and becomes relevant if the dissolution involves insolvency

Contract Law principles: General principles of English contract law that apply to the formation and execution of the dissolution agreement

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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