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Partnership Dissolution Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Partnership Dissolution Agreement

"I need a Partnership Dissolution Agreement for a Hong Kong-based accounting firm where one senior partner is retiring on March 1, 2025, and we need to arrange for an orderly transition of their client portfolio and profit distribution."

Document background
The Partnership Dissolution Agreement is a critical document used when partners decide to formally end their business relationship in Hong Kong. This agreement becomes necessary when partners choose to dissolve their partnership due to various reasons such as retirement, disagreement, or pursuit of different opportunities. It must comply with the Hong Kong Partnership Ordinance (Cap. 38) and related legislation, making it essential for properly documenting the dissolution process. The agreement covers comprehensive details about asset distribution, liability settlement, client relationships, confidentiality obligations, and post-dissolution responsibilities. It serves as a roadmap for the orderly wind-down of the partnership's affairs while protecting all parties' interests and ensuring legal compliance. This document is particularly important in Hong Kong's business environment, where partnerships are common across various professional and commercial sectors.
Suggested Sections

1. Parties: Identification of all partners involved in the dissolution, including their full names, addresses, and any business names used

2. Background: Brief history of the partnership, reason for dissolution, and reference to the original partnership agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Effective Date of Dissolution: Specific date when the partnership will be officially dissolved

5. Termination of Partnership Business: Process and timeline for ceasing business operations

6. Distribution of Assets: Methodology and process for dividing partnership assets among partners

7. Settlement of Liabilities: Process for handling outstanding debts, obligations, and liabilities

8. Financial Statements and Accounts: Preparation and approval of final financial statements and settlement of accounts

9. Client and Contract Management: Handling of existing clients, contracts, and ongoing business relationships

10. Confidentiality: Ongoing obligations regarding confidential information

11. Non-Competition and Non-Solicitation: Any restrictions on future business activities

12. Release and Indemnification: Mutual releases and indemnification provisions

13. Governing Law: Specification of Hong Kong law as governing law

14. Dispute Resolution: Process for resolving any disputes arising from the dissolution

15. General Provisions: Standard boilerplate clauses including entire agreement, amendments, notices, etc

Optional Sections

1. Intellectual Property Rights: Distribution and future usage rights of partnership IP - include when the partnership owns significant IP assets

2. Employee Matters: Handling of employees and employment contracts - include when the partnership has employees

3. Ongoing Litigation: Management of pending legal matters - include when there are active legal proceedings

4. Real Estate: Handling of leased or owned property - include when real estate assets are involved

5. Insurance Matters: Continuation or termination of insurance policies - include when significant insurance policies exist

6. Tax Matters: Special tax considerations and obligations - include when complex tax implications exist

7. Partnership Name and Goodwill: Rights to use partnership name and allocation of goodwill - include when brand value is significant

Suggested Schedules

1. Schedule 1 - Asset Distribution: Detailed list of all partnership assets and their agreed distribution

2. Schedule 2 - Liabilities: Comprehensive list of partnership liabilities and responsibility for settlement

3. Schedule 3 - Client Contracts: List of all client contracts and their disposition

4. Schedule 4 - Bank Accounts: Details of all partnership bank accounts and their treatment

5. Schedule 5 - Intellectual Property: Inventory of all IP assets and their allocation

6. Schedule 6 - Outstanding Matters: List of pending matters requiring attention post-dissolution

7. Appendix A - Final Financial Statement: Copy of the final partnership financial statements

8. Appendix B - Settlement Calculations: Detailed calculations of final settlements between partners

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























Clauses






























Relevant Industries

Professional Services

Legal Services

Accounting and Audit

Medical Practices

Architecture

Engineering

Management Consulting

Real Estate

Trading and Distribution

Retail

Food and Beverage

Technology Services

Creative Industries

Relevant Teams

Legal

Finance

Compliance

Operations

Administration

Risk Management

Business Development

Human Resources

Corporate Secretarial

Client Relations

Relevant Roles

Managing Partner

Senior Partner

Partner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Company Secretary

Business Development Director

Operations Manager

Finance Manager

Compliance Officer

Risk Manager

Account Manager

Partnership Administrator

Industries





Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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