DEED OF DISSOLUTION OF PARTNERSHIP BETWEEN TWO PARTNERS AND NO ONE IS TAKING OVER THE BUSINESS
THIS DEED OF DISSOLUTION made and entered into at ................ this .................... day of ..............................20………..BETWEEN ABC of .............., Indian Inhabitant, having address at .......................................... .......................................................................................... (which expression shall, unless it be repugnant to the context or meaning thereof include his heirs, executors and administrators), hereinafter called “....................” of the One Part; and ................ of ................, Indian Inhabitant, having his address at ..........................................................................................................................................................................................(which expression shall unless it be repugnant to the context or meaning thereof, include his heir, executors and administrators) hereinafter called “.............................”. of the Other Part;
WHEREAS:-
(a) The Parties hereto were carrying on business in partnership in the firm name and style of MESSRS .............................. .................................. upon the terms and conditions contained in the Deed of Partnership dated ...................................
(b) The shares of the Partners in the said partnership were as follows:-
(1) .................... % Share
(2) .................... … % Share
(c) It was mutually agreed between the parties hereto that the said Partnership shall be dissolved with the closure of the business on ................ day of ............................ i.e. with effect from ...............................
(d) The parties hereto are desirous of reducing into writing the said terms and conditions of the dissolution of partnership.
NOW THIS INDENTURE WITNESSETH AS FOLLOWS:-
1. It is hereby agreed and recorded that the partnership business carried on between the parties hereto in the firm name of M/s. ........................................................ stands dissolved with effect from .............................
2. The accounts of the said partnership for the period up to the closure of the business on .................................. i.e. till the date of dissolution have been mutually made up, adjusted, agreed to and settled between the parties hereto. The books of accounts and all the related records thereof shall be deposited with ....................for at least ................ years from the date of dissolution and .......................... shall be responsible for safe custody of the same till the agreed period. ........................... shall be entitled to inspect the said records at any reasonable time by prior appointment and shall be entitled to take copies of the same at his own cost.
3. It is further recorded that no party shall be entitled to the name and goodwill of the Partnership firm.
OR
3. It is recorded as under:-
(i) .................. alone shall be entitled to the name and goodwill of the partnership firm. ABC shall not be directly or indirectly entitled to the name and said goodwill of the Partnership firm.
(ii) In consideration of .................. permitting ................. to exclusively enjoy and utilize the name and goodwill of the Partnership Firm, ................ has on or before execution of this deed paid a sum of Rs. ................................/- (Rupees ................................................................ only) to ............... in full and final settlement. ............... hereby assigns all his right, title, interest and claim in the said name and goodwill of the partnership to ................... exclusively. Henceforth, ............... shall be entitled to all the direct and indirect benefits attached to the said name and goodwill.
OR
3. It is further recorded as under:-
(i) Neither of the parties hereto shall be entitled to the name and goodwill of the partnership firm.
(ii) The name and goodwill of the partnership shall be mutually sold to a third party on the terms and conditions mutually agreed upon by .......................& ....................... with the Third Party. The net sale proceeds (after meeting taxation and other liabilities) thereof shall be distributed between the parties hereto in the following proportion, namely:
........................... %
......................................... %
-----------
100%
=======
(iii) Until the name and goodwill of the partnership is sold, neither of the parties hereto shall do any acts prejudicing the value of the said name and goodwill.
4. In consideration of the premises aforestated each of the parties hereto, hereby release the other of and from all covenants and provisions contained in the said Deed of Partnership dated .............................. and all actions, claims and demands thereof and there from save as mentioned herein.
5. Each of the Outgoing Party doth hereby declare that neither of them has at any time borrowed any money or incurred any debts for and on account of or on behalf of the partnership save and except those that are entered in the books of account of the partnership and that each of them agree to keep indemnified the other against all actions and demands in respect of any liability not entered in the books of account of the partnership but created by any of them and all proceedings and costs, charges and expenses thereof.
6. The respective parties shall duly pay and discharge the income-tax liability on their respective shares in the partnership including on interest, remuneration and the profits earned by each of them up to ............................. The Firm shall pay income tax on the income after deducting all permissible deductions as also after deducting interest paid to the partners and the salary paid to the working partners.
7. Each Party shall pay his personal debts and liabilities including liabilities for payment of tax as aforesaid and shall indemnify and keep indemnified the other against all claims, demands, actions, proceedings, costs, charges and expenses in connection therewith or relating thereto.
8. The Parties hereto declare that as between them save as provided herein there are no outstanding claims or demands or anything due and owing by one to the other in respect of the said partnership or its outstanding, credits and effects.
9. The parties hereto shall sign and execute all necessary writings, deeds and assurances for effectively dissolving and winding up of the Partnership firm.
10. The parties hereto shall give due intimation of the change to the Registrar of Firms as also by publication in the Government Gazette and news papers as required under the Indian Partnership Act and sign and execute necessary writings in respect thereof.
11. In the event of any dispute, differences, non-compliance or non-payment arising between the parties hereto with regard to these presents or its implementation or interpretation thereof and which cannot be mutually resolved within a reasonable time; the same shall be referred to the Arbitration under the provisions of The Arbitration and Conciliation Act, 1996 or any other prevailing Arbitral law for the time being in force. The Arbitration shall be held in the city of .......... and the proceedings shall be conducted in English language.
12. The Court at...................... alone shall have jurisdiction to try and entertain all disputes between the parties hereto.
IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective hands the day and year first hereinabove written.
SIGNED AND DELIVERED by the within named ..................., in the presence of...............
SIGNED AND DELIVERED by the within named ...................., in the presence of ..............
