This is an agreement that is entered into between a trustee and the debtor of a failing
business for the transfer of business assets. The debtor agrees that they will grant,
assign, or transfer to the trustee all business assets for the purpose of liquidation and
repayment of creditors. This agreement can be used by small businesses or other
entities that want to transfer their businesses assets to a trustee to satisfy creditors.
Trusteeship Agreement for Failing Business
TRUSTEESHIP AGREEMENT FOR FAILING BUSINESS
THIS TRUSTEESHIP AGREEMENT (the “Agreement”), is made this ____ day of
______________, 2_____, by and between ___________________, a company duly
incorporated under the laws of the State of ________________ (the “Debtor”) and
___________________ (the “Trustee”).
WHEREAS, the Debtor is indebted to numerous creditors and the Debtor is unable to pay
such indebtedness due and owing to its creditors due to the financial condition of the Debtor;
NOW THEREFORE, the in consideration of the premises and mutual covenants
contained herein, the Debtor hereby grants, assigns, transfers and sets over unto the Trustee, all
of the assets and undertaking of the Debtor to have and to hold in trust and to receive in trust and
to carry on the business of the Debtor for such period of time as the Trustee in its/his/her sole
discretion may deem for the best interests of the Debtor’s creditor, and to sell and liquidate the
aforementioned assets and undertaking of the Debtor, and to convert the same into money, on
such terms and at such prices as the Trustee sees fit and to collect all debts hereby assigned by
the Creditor, as may be collectible, and out of the proceeds of such sales and collections.
1. The Trustee shall be entitled to receive any and all costs incurred in respect to the
execution of this Agreement and carrying out the actions contemplated herein and to pay
and discharge in full, all debts and liabilities of the Debtor and to pay any residue if any
of the proceeds to the Debtor’s creditors with all interest which has accrued thereon.
2. In the event the residue is not in an amount which is sufficient to pay the debts and
liabilities with interest that has accrued thereon of the Debtor in full, the Trustee shall
apply the residue to the Debtor’s debts and liabilities rateably and in proportion. Any
lesser amount which is paid by the Trustee to a creditor of the Debtor shall be accepted
by such creditor as “payment received in full”.
3. In the event the Trustee pays all of the debts and liabilities of the Debtor including any
interest accrued thereon and there remains a surplus in the residue, the Trustee shall pay
to the Debtor such residue.
4. The Debtor hereby nominates, constitutes and appoints the Trustee as its lawful attorney
and the Trustee shall have full power and authority to do all acts and things which may be
necessary in the premises to the full execution of the trust hereby created, and to ask and
demand, recover and receive of and from all and every person or persons, all property,
debts, and demands due, owing and belonging to the Debtor.
5. The Trustee shall have the power and right to determine the validity of all claims made
against the Debtor and shall have the power and right to arbitrate such matters.
6. In the event that the Trustee dies, resigns or becomes incapacitated, the Debtor shall
appoint a succeeding Trustee and such succeeding Trustee shall have and shall exercise
all the power and authority under this Agreement and trust as was previously possessed
by the Trustee.
7. The Trustee shall keep books of account showing the receipts and disbursements, which
shall be open for reasonable inspection during normal business hours.
8. Nothing herein contained, in so far as a specific delegation of power to the Trustee is
concerned, shall in any wise limit his or her general power as Trustee.
9. The creditors executing this Agreement each agree that they shall not institute any
proceeding at law or in equity or in bankruptcy against the Debtor, and that it will not
become a party to any proceeding in bankruptcy against the Debtor.
10. The Trustee does hereby accept the trust created by this Agreement and covenants and
agree to fully perform the terms and conditions and obligations contained herein without
compensation from the Debtor.
11. The trust created herein shall continue and be in full force and effective until
____________________, at which time all property and assets remaining in the hands
and possession of the Trustee shall be disposed of at public or private sale.
12. Any creditor of the Debtor may become a party to this Agreement by signing the same or
a copy, and all copies hereof shall be deemed o