Notice dissolving partnership subsisting without deed

Notice dissolving partnership subsisting without deed

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This document is a notice dissolving a partnership which subsists without a partnership agreement or deed.

Whenever a partner leaves the firm, the partnership is dissolved. This excludes cases where a partner leaves due to expulsion, unless expulsion is dealt with in the terms of the partnership agreement.

If there is no partnership deed or written partnership agreement, and a partner wishes to dissolve, and seek a winding up of, the partnership, this precedent notice can be used for that purpose.

A dissolution notice should be clear and unambiguous, and should state the date on which the partnership is to be dissolved.

Winding up of the partnership

A winding up of partnership occurs upon the cessation of the partnership business, the realisation of the partnership assets, payment of its debts and liabilities, and distribution of any surplus in accordance with the respective entitlements of the partners.

If the partnership is being dissolved due to the retirement of a particular partner, but the other partners will continue the business of the partnership, the most appropriate precedent to use is “Dissolution deed with continuation of business after retirement of partner”. Another useful precedent is the ‘Notice of admission of new partner”, which can be used if a new partner is joining the business.

This document has been authored for Lexis Nexis by Michael Heraghty, Partner, TressCox Lawyers, Rosemarie Ryan, Barrister and Jacqui L Walker, Principal Lawyer, J L Walker Law.

This document is prepared with the assistance of Specialist Editor Stephen Newman, Executive Counsel, Ponte Earle.