Docstoc
Agreement to Dissolve Partnership with one Partner Purchasing the Assets of the Other Partner
Document Sample
Agreement to Dissolve Partnership with one Partner Purchasing the Assets of the Other Partner Powered By Docstoc
					                Agreement to Dissolve Partnership with one Partner
                    Purchasing the Assets of the Other Partner

This Dissolution Agreement is made this the (date), between (Name of Partner A) of
(street address, city, state, zip code), hereinafter referred to as Partner A, and (Name of
Partner B) of (street address, city, state, zip code), hereinafter referred to as Partner B.
Whereas, Partner A and Partner B (hereinafter sometimes referred to as the Partners)
are now conducting the business of (type of business such as practice of medicine) at
(street address, city, state, zip code), as partners, under the firm name of (Name of
Partnership), hereinafter referred to as the Partnership, pursuant to the terms of a
certain written agreement dated the (date); and
Whereas, Partners desire to dissolve the Partnership on the terms and conditions
hereinafter set forth herein.
Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the Partners agree as follows:
I. An audit of the books, accounts and affairs of the Partnership as of the close of
business on (date), shall be made by the firm of (Name of Accounting Firm), certified
public accountants (hereinafter referred to as the Auditors). The cost of the audit shall
be borne equally by the Partners, and the audit shall be binding upon the Partners.
II. Partner A does hereby assign to Partner B all right, title and interest in and to the
business of the Partnership now being conducted under the name of (Name of
Partnership), together with all contracts, leases, office furniture, fixtures, equipment,
office supplies, books, records, accounts, money in bank, and all other property of every
kind, character and description, used in, devoted to, or owned by the business now
carried on in the name of (Name of Partnership).
III. There shall be set up on the books of (Name of Partnership), an account, to the
credit of Partner A, to be known as Partner A Dissolution Account, which account shall
be credited with the following:
       A.     The capital account of Partner A in the Partnership, the amount of which
       shall be determined by the audit contemplated in Paragraph I above.
·      B.     Fifty Per Cent (50%) of any sums charged off as losses which may be
       recovered, it being agreed that Partner B will promptly undertake recovery of
       these losses in accordance with reasonable business practices, or reassign them
       to Partner A and cooperate with Partner A in their recovery. Should the Partner A
       Dissolution Account be closed, as contemplated, before the time of any recovery,
       Fifty Per Cent (50%) of the amount of recovery shall be paid to Partner A.
·      C.     Fifty Per Cent (50%) of the credit balances appearing in the Partnership

                                             1
·      accounts as they appear or should have appeared at the close of business on
       (date).
IV.   The Partner A Dissolution Account shall be charged with Fifty Per Cent (50%) of:
       A.    All debit balances appearing in accounts as they appear or should have
       appeared at the close of business on the
·      B.    All losses appearing, or which should have appeared, on the books of the
       Partnership as of the close of business on the (date).
·      C.     All other liabilities of the Partnership, contingent or otherwise, actually
       existing at the close of business on the (date), discovered prior to that date.
V. It is agreed that the name of Partner A shall be eliminated from the firm name as
soon as it reasonably may be done.
VI. The Partnersh
				
DOCUMENT INFO
Description: A partnership is defined by the Uniform Partnership Act as a relationship created by the voluntary "association of two or more persons to carry on as co owners of a business for profit." The people associated in this manner are called partners. A partner is a co owner of the business, including the assets of the business. Partnerships may be dissolved by acts of the partners, order of a Court, or by operation of law. From the moment of dissolution, the partners lose their authority to act for the firm except as necessary to wind up the partnership affairs or complete transactions which have begun, but not yet been finished. A partner has the power to withdraw from the partnership at any time. However, if the withdrawal violates the partnership agreement, the withdrawing partner becomes liable to the co partners for any damages for breach of contract. If the partnership relationship is for no definite time, a partner may withdraw without liability at any time.
PARTNER William Glover
I received my B.B.A. from the University of Mississippi in 1973 and my J.D. from the University of Mississippi School of Law in 1976. I joined the firm of Wells Marble & Hurst in May 1976 as an Associate and became a Partner in 1979. While at Wells, I supervised all major real estate commercial loan transactions as well as major employment law cases. My practice also involved estate administration and general commercial law. I joined the faculty of Belhaven College, in Jackson, MS, in 1996 as Assistant Professor of Business Administration and College Attorney. While at Belhaven I taught Business Law and Business Ethics in the BBA and MBA programs; Judicial Process and Constitutional Law History for Political Science Department); and Sports Law for the Department of Sports Administration. I am now on the staff of US Legal Forms, Inc., and drafts forms, legal digests, and legal summaries. I am a LTC and was Staff Judge Advocate for the Mississippi State Guard from 2004-2008. I now serve as the Commanding Officer of the 220th MP BN at Camp McCain near Grenada, MS. I served on active duty during Hurricanes Dennis (July, 2005), Katrina (August, 2005) and Gustav in 2008. I played football at the University of Mississippi in 1969-1971 under Coach John Vaught. I am the author of the Sports Law Book (For Coaches and Administrators) and the Sports Law Handbook for Coaches and Administrators (with Legal Forms),