Dissolution Agreement Template for United States

A Dissolution Agreement formally ends a business partnership, corporation, or other legal relationship in the Philippines. It spells out how the parties will split assets, handle debts, and wrap up their shared obligations under Philippine corporate laws, particularly the Revised Corporation Code.

Beyond just ending things, this crucial document protects everyone involved by clearly laying out final responsibilities, timelines for closure, and what happens to ongoing contracts or employees. It helps prevent future disputes and ensures the dissolution process follows proper legal requirements, including necessary SEC filings and tax clearances.

Use a Dissolution Agreement when ending any business partnership or corporation in the Philippines, especially before conflicts arise. This includes situations where partners agree to go separate ways, a corporation plans to cease operations, or business owners need to formalize their exit strategy.

The timing matters - create this agreement early in the dissolution process, ideally as soon as all parties agree to end the business relationship. This helps avoid disputes during asset distribution, ensures proper handling of outstanding debts, and smooths the path for SEC compliance and tax clearances. It's particularly vital when dealing with complex assets, multiple stakeholders, or ongoing contracts.

• Contract Dissolution Agreement: Focused on ending specific contractual relationships while preserving business continuity and managing ongoing obligations.
• Joint Venture Dissolution Agreement: Specially designed for unwinding complex JV structures, including intellectual property rights and shared assets.
• Business Partnership Separation Agreement: Tailored for ending general partnerships, addressing profit sharing, client relationships, and non-compete provisions.

• Business Partners: Primary parties who initiate and sign the Dissolution Agreement, outlining their rights and obligations during separation.
• Corporate Officers: Directors and executives responsible for executing the agreement and ensuring proper corporate governance during dissolution.
• Legal Counsel: Attorneys who draft, review, and ensure the agreement complies with Philippine corporate laws and SEC requirements.
• Accountants: Financial professionals who handle asset valuation, tax implications, and final accounting requirements.
• SEC Representatives: Government officials who process and approve the dissolution documentation.

• Basic Details: Gather complete legal names, addresses, and roles of all parties involved in the dissolution.
• Asset Inventory: List all company assets, their current values, and agreed distribution plan.
• Financial Records: Compile balance sheets, profit/loss statements, and outstanding debts or receivables.
• Stakeholder Agreements: Collect existing contracts, partnership agreements, and shareholder documents.
• Timeline Planning: Set realistic dates for asset distribution, debt settlement, and final SEC filing.
• Digital Solution: Use our platform to generate a legally-sound Dissolution Agreement that incorporates all these elements correctly under Philippine law.

• Party Details: Full legal names, roles, and contact information of all involved parties.
• Asset Distribution: Clear breakdown of how company assets, intellectual property, and liabilities will be divided.
• Timeline Provisions: Specific dates for completion of dissolution steps and final business closure.
• Financial Settlement: Terms for settling accounts, handling outstanding debts, and tax obligations.
• Non-Compete Clauses: Restrictions on future business activities and client relationships.
• SEC Compliance: Required notifications and filings under Philippine corporate laws.
• Dispute Resolution: Clear procedures for handling disagreements during dissolution process.

A Dissolution Agreement differs significantly from a Business Acquisition Agreement in both purpose and timing. While both deal with major business changes, they serve opposite functions in the Philippine corporate landscape.

• Purpose: Dissolution Agreements end business relationships and distribute assets among parties, while Business Acquisition Agreements combine or transfer ownership of ongoing businesses.
• Timeline Focus: Dissolution Agreements outline steps for winding down operations, while Acquisition Agreements detail future integration and growth plans.
• Asset Handling: Dissolution focuses on fair distribution and liability settlement, while Acquisition emphasizes valuation and transfer of operational assets.
• Regulatory Requirements: Dissolution needs SEC clearance for closure, while Acquisition requires competition law compliance and business continuity plans.