Create a bespoke document in minutes, or upload and review your own.
Get your first 2 documents free
Your data doesn't train Genie's AI
You keep IP ownership of your information
Dissolution Agreement
I need a dissolution agreement to formally terminate a business partnership, ensuring the equitable distribution of assets and liabilities, with clear terms on the handling of intellectual property and confidentiality obligations post-dissolution. The agreement should also outline any non-compete clauses and the process for resolving any potential disputes.
What is a Dissolution Agreement?
A Dissolution Agreement formally ends a business relationship, partnership, or contract under Dutch law. It spells out how parties will wrap up their joint ventures, divide assets, and handle any remaining obligations. In the Netherlands, these agreements often work alongside the Civil Code (Burgerlijk Wetboek) requirements for proper business separation.
The agreement protects all parties by clearly stating who gets what, who pays what, and when everything needs to happen. It covers important details like confidentiality rules, employee transfers, and what happens to shared intellectual property. Dutch companies commonly use these agreements to prevent future disputes and ensure a clean break that satisfies legal requirements.
When should you use a Dissolution Agreement?
Use a Dissolution Agreement when ending any significant business relationship in the Netherlands - from dissolving a partnership to terminating a joint venture. It's especially important when complex assets need division, like shared intellectual property, client lists, or equipment. The timing matters most when relationships are still cordial but change is needed.
Dutch businesses benefit most from creating these agreements during amicable separations, before tensions rise. Key moments include when partners have different growth visions, retirement approaches, or market conditions demand reorganization. Having this agreement ready helps prevent costly disputes and ensures compliance with Dutch corporate governance requirements.
What are the different types of Dissolution Agreement?
- Basic Partnership Dissolution: Used for simple business partnerships, focusing on asset division and final accounts
- Corporate Entity Dissolution: More complex agreements for BVs and NVs, covering shareholder interests and regulatory compliance
- Joint Venture Exit: Specialized versions handling intellectual property rights, ongoing projects, and market territories
- Professional Practice Split: Tailored for medical, legal, or accounting firms, addressing client retention and non-compete terms
- Project-Specific Dissolution: Used for ending specific collaborative ventures while maintaining other business relationships
Who should typically use a Dissolution Agreement?
- Business Partners: Primary parties who initiate and sign the Dissolution Agreement, including shareholders, co-owners, or joint venture participants
- Legal Advisors: Dutch attorneys who draft and review agreements to ensure compliance with local corporate law
- Accountants: Financial professionals who handle asset valuation, tax implications, and final settlements
- Notaries: Dutch civil law notaries who authenticate and register the agreement when required by law
- Corporate Directors: Board members who approve and oversee the dissolution process for larger entities
How do you write a Dissolution Agreement?
- Business Details: Gather all partnership/company registration documents, KvK numbers, and current contracts
- Asset Inventory: List all shared assets, intellectual property, and ongoing projects requiring division
- Financial Records: Compile balance sheets, accounts receivable, and outstanding obligations
- Timeline Planning: Set clear dissolution dates and transition periods for smooth handover
- Stakeholder Input: Document agreed terms between parties before drafting begins
- Legal Requirements: Check Dutch corporate law requirements for your specific business structure
What should be included in a Dissolution Agreement?
- Party Details: Full legal names, addresses, and registration numbers of all involved entities
- Effective Date: Clear statement of when the dissolution takes effect and any phased implementation
- Asset Division: Detailed breakdown of how property, equipment, and intellectual rights will be distributed
- Financial Settlement: Terms for settling accounts, debts, and ongoing financial obligations
- Confidentiality: Rules about handling sensitive business information post-dissolution
- Dispute Resolution: Dutch court jurisdiction and applicable law provisions
- Signatures: Space for authorized representatives with proper notarial authentication
What's the difference between a Dissolution Agreement and a Business Acquisition Agreement?
A Dissolution Agreement differs significantly from a Business Acquisition Agreement in Dutch corporate law. While both deal with major business changes, they serve opposite purposes: dissolution ends a business relationship, while acquisition creates or combines them.
- Timing and Purpose: Dissolution Agreements focus on winding down operations and dividing assets, while Business Acquisition Agreement structures the purchase and integration of ongoing business operations
- Asset Treatment: Dissolution divides existing assets between separating parties, while acquisition transfers them to a new owner who continues operations
- Financial Structure: Dissolution involves final settlements and liability closure, while acquisition deals with purchase price, payment terms, and future operational commitments
- Legal Requirements: Dissolution needs proof of debt settlement and tax clearance, while acquisition focuses on due diligence and transfer of permits/licenses
Download our whitepaper on the future of AI in Legal
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
Our bank-grade security infrastructure undergoes regular external audits
We are ISO27001 certified, so your data is secure
Organizational security
You retain IP ownership of your documents
You have full control over your data and who gets to see it
Innovation in privacy:
Genie partnered with the Computational Privacy Department at Imperial College London
Together, we ran a £1 million research project on privacy and anonymity in legal contracts
Want to know more?
Visit our Trust Centre for more details and real-time security updates.
Read our Privacy Policy.