Best examples of partnership dissolution agreement samples for 2025

Real-world style examples of partnership dissolution agreement samples

You learn fastest when you can see how something actually looks on paper. So let’s start with concrete, realistic examples of partnership dissolution agreement samples that mirror situations many small and mid-size businesses face.

These are not one-size-fits-all templates. Think of them as reference patterns you can discuss with your lawyer, accountant, or advisor.

1. Professional services firm: Two-partner LLC winding down

Imagine a small marketing agency owned 50/50 by two partners in a limited liability company. After eight years, one partner wants to retire and the other doesn’t want to continue alone. They decide to dissolve.

In this example of a partnership dissolution agreement, the document typically:

• States the effective dissolution date and references the original LLC operating agreement.
• Confirms that all client contracts will be completed or transferred before that date.
• Sets out a process for collecting outstanding receivables and paying vendors.
• Assigns responsibility for filing final federal and state tax returns.
• Divides remaining cash 50/50 after debts and expenses.

A sample clause might read:

“The Parties agree that all outstanding accounts receivable shall be collected by Partner A for a period of 120 days following the Dissolution Date. After payment of all Partnership liabilities, including but not limited to vendor invoices and payroll obligations, the net remaining funds shall be distributed equally between the Partners.”

This is one of the best examples of partnership dissolution agreement samples for service firms because it shows how to handle ongoing client work and receivables without leaving loose ends.

2. Family retail partnership: Exit after a dispute

Now picture a family-owned retail shop operated as a general partnership among three siblings. One sibling wants out after a serious disagreement.

In this scenario, examples of partnership dissolution agreement samples often include:

• A buyout of the departing partner’s interest rather than closing the business entirely.
• Valuation terms (such as using a third-party appraiser or a set formula based on EBITDA or revenue).
• A non-disparagement clause to keep the family drama out of the local rumor mill.
• A release of claims so no one sues later over past decisions.

The agreement may say something like:

“Partner C hereby withdraws from the Partnership effective June 30, 2025. In consideration of the payments described in Section 4, Partner C releases and forever discharges the remaining Partners from any and all claims arising out of or relating to the Partnership through the Effective Date.”

This example of a dissolution agreement shows how to structure a clean exit while the business continues under the remaining partners.

3. Tech startup: Partnership with intellectual property and investors

Startups add an extra layer of complexity: code, patents, and investors. Here, examples of partnership dissolution agreement samples need to spell out who owns what when the partnership ends.

In a two-founder partnership that owns a software platform, the dissolution agreement might:

• Transfer all intellectual property (IP) to a new entity controlled by one founder.
• Require the other founder to assign copyrights, trademarks, and domain names.
• Address investor rights and consents.
• Include confidentiality and non-solicitation clauses.

A realistic clause could look like this:

“Partner B hereby assigns to Partner A all right, title, and interest in and to the Partnership’s software code, related documentation, trademarks, and domain names identified in Exhibit B. Partner B agrees to execute any additional documents reasonably required to perfect such assignment.”

For founders, this is one of the best examples of partnership dissolution agreement samples because it shows how to avoid future fights over code ownership and branding.

4. Cross-border partnership: U.S. and U.K. consultants

Cross-border partnerships have to juggle multiple legal systems and tax regimes. Consider a consulting partnership between a U.S.-based consultant and a U.K.-based consultant.

In this example of a partnership dissolution agreement, you’d expect to see:

• A governing law clause (for example, New York law or English law).
• A process for foreign tax clearances and final filings.
• Currency conversion rules for final payouts.
• Dispute resolution provisions such as arbitration in a neutral location.

A sample clause might say:

“This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be finally resolved by arbitration administered by the American Arbitration Association, with hearings conducted by videoconference unless otherwise agreed.”

These kinds of examples of partnership dissolution agreement samples highlight how cross-border work adds layers of procedure you should not ignore.

5. Medical or health practice: Regulatory and patient issues

Health-related partnerships—like small clinics or therapy practices—have to think beyond money. They must address patient records, licensing, and regulatory compliance.

For a partnership of two psychologists closing their joint practice, examples include:

• Assigning responsibility for secure storage and transfer of patient records.
• Notifying patients and providing referral options.
• Complying with HIPAA and state privacy laws.
• Clarifying who maintains malpractice insurance tail coverage.

While you won’t usually find a public example of a dissolution agreement for a specific practice, professional guidance from sources like the U.S. Department of Health & Human Services on HIPAA privacy rules can inform the language you use:

• HIPAA privacy guidance: https://www.hhs.gov/hipaa/index.html

This type of example of a dissolution agreement shows that in regulated fields, compliance obligations are just as important as the financial split.

6. Real estate investment partnership: Long-term assets

Real estate partnerships often hold long-lived assets and long-term debt. Ending the partnership can mean selling property or assigning interests.

In one of the more detailed examples of partnership dissolution agreement samples for real estate, you might see:

• A plan to list and sell properties within a defined period.
• A process to accept or reject offers (for example, by majority vote).
• Rules for one partner buying out the other if no acceptable offer appears.
• Allocation of tax benefits and liabilities on the final K-1s.

A clause may read:

“The Partners agree to list the Property for sale within 30 days of the Effective Date at an initial listing price recommended by a licensed real estate broker mutually selected by the Partners. Any bona fide offer within 95% of the listing price shall be accepted unless unanimously rejected in writing by the Partners.”

For investors, these examples include the operational details that actually move a dissolution from theory to closing.

7. Pandemic-era and 2024–2025 trends in dissolution agreements

The last few years reshaped how partnerships operate—and how they end. Since COVID-19 and the shift to hybrid work, best practices for dissolution agreements have evolved.

Recent examples of partnership dissolution agreement samples often:

• Address remote work assets (laptops, home office equipment, cloud subscriptions).
• Include provisions for remote mediation or arbitration.
• Build in flexibility for delayed timelines if government processing (for permits or filings) is slow.
• Consider mental health and burnout as drivers of exit, prompting more negotiated, amicable terms.

Regulators and business development agencies have also updated guidance on closing a business. In the U.S., the Small Business Administration’s resources on closing or selling a business are a helpful companion when reviewing an example of a dissolution agreement:

• SBA – Closing a Business: https://www.sba.gov/business-guide/manage-your-business/close-or-sell-business

These modern examples include hybrid work realities that older templates simply ignore.

Key sections you’ll see in the best examples of partnership dissolution agreement samples

Once you’ve looked at several examples of partnership dissolution agreement samples, you start to see the same building blocks repeating—adapted to each situation.

Agreement background and authority

Most agreements open with background paragraphs (often called “recitals”) that:

• Identify the partners and the partnership.
• Reference the original partnership or operating agreement.
• State that the partners have decided to dissolve under a specific provision or by unanimous consent.

This context is not just formalism. It ties the dissolution back to the legal authority granted in your original documents and in your state’s partnership or LLC statute. For U.S. readers, your state’s business entity division (often part of the Secretary of State’s office) usually publishes guidance on dissolution procedures. For example, you can find model rules and educational material on partnership law from organizations like the Uniform Law Commission:

• Uniform Law Commission – Uniform Partnership Act info: https://www.uniformlaws.org/committees/community-home?CommunityKey=1c9e7131-2c43-4c7f-9f1c-5a5f1d7f0e5c

Asset and liability allocation

Every example of a dissolution agreement has to answer two basic questions: who gets what, and who pays what.

Assets might include:

• Cash and bank accounts.
• Equipment, vehicles, inventory.

Intangible assets might include:

• Trademarks and domain names.
• Client lists and goodwill.
• Software, patents, or content.

Liabilities commonly include:

• Trade payables.
• Bank loans and lines of credit.
• Lease obligations.
• Tax liabilities.

The best examples of partnership dissolution agreement samples spell out a clear order of operations: first pay creditors, then tax authorities, then distribute what’s left to partners according to their agreed percentages.

Employee, contractor, and client transitions

Many real examples of partnership dissolution agreement samples dedicate entire sections to people and relationships, not just money.

For employees and contractors, agreements may:

• Assign responsibility for final payroll and benefits.
• Clarify who delivers termination notices.
• Address accrued vacation or bonuses.

For clients or customers, agreements often:

• Decide which partner (if any) may continue serving them.
• Set rules about using the old partnership’s name or branding.
• Outline who notifies clients and how.

These examples include practical, sometimes uncomfortable, details that prevent both partners from chasing the same clients in confusing or aggressive ways.

Tax, regulatory, and filing obligations

The IRS and state tax agencies do not disappear just because a partnership dissolves. Strong examples of partnership dissolution agreement samples typically:

• Assign responsibility for preparing and filing the final federal partnership return (Form 1065 in the U.S.) and Schedules K-1.
• Address sales tax, payroll tax, and other local obligations.
• Specify who handles final annual reports or dissolution filings with the state.

The IRS provides guidance on partnerships and closing a business, which can inform how you draft these sections:

• IRS – Closing a Business: https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business

While your attorney will tailor the tax language, reviewing an example of a dissolution agreement that handles these items will make your conversations much more productive.

Releases, confidentiality, and non-solicitation

Many disputes after dissolution revolve around what former partners say and do once they part ways. That’s why so many real examples of partnership dissolution agreement samples feature:

• Mutual releases of claims through the effective date.
• Confidentiality clauses about financial terms and sensitive information.
• Non-disparagement commitments.
• Non-solicitation provisions, especially in professional and service businesses.

These clauses are not just legal boilerplate. They’re about reputation, future business, and peace of mind.

How to use these examples of partnership dissolution agreement samples wisely

It’s tempting to copy the first example of a dissolution agreement you find online and change the names. That’s risky.

Instead, treat these best examples of partnership dissolution agreement samples as:

• Checklists: Do you see sections in the example that you’re missing in your draft?
• Conversation starters: Use specific clauses from examples to ask targeted questions of your lawyer or accountant.
• Reality checks: If your situation resembles one of the real examples but your draft agreement looks nothing like it, that’s a red flag.

Always adapt examples of partnership dissolution agreement samples to:

• Your entity type (general partnership, LLP, LLC taxed as partnership, etc.).
• Your jurisdiction (state and country law differ).
• Your industry (especially if regulated or IP-heavy).

A good attorney will welcome you bringing organized examples and questions—it makes their job easier and often cheaper for you.

FAQ: examples of partnership dissolution agreement samples

Q1. Where can I find a simple example of a partnership dissolution agreement?
Many state business development agencies and small business support organizations publish sample forms. While not always labeled as the “best examples of partnership dissolution agreement samples,” they give a basic structure you and your lawyer can adapt. Always confirm that any example follows your current state law and reflects 2024–2025 filing requirements.

Q2. What are common sections in real examples of partnership dissolution agreement samples?
Common sections include background and authority, dissolution date, asset and liability allocation, treatment of employees and clients, tax and regulatory responsibilities, confidentiality and non-solicitation, and dispute resolution. When you review any example of a dissolution agreement, check for clear language on who does what and when.

Q3. Can I use online examples of partnership dissolution agreement samples without a lawyer?
You can study online examples and even draft a working version yourself, but having a lawyer review it is strongly recommended, especially if there is debt, IP, employees, or potential conflict. Real examples include nuances that non-lawyers often miss, such as how releases interact with tax obligations or how state law handles remaining liabilities.

Q4. How detailed should financial terms be in an example of a dissolution agreement?
Detailed enough that a third party could follow the instructions without guessing. The best examples of partnership dissolution agreement samples itemize loans, leases, and major contracts, and set out a clear order of payment and distribution. Vague language invites disputes.

Q5. Do international partnerships need different examples of dissolution agreements?
Yes. Cross-border partnerships must account for multiple legal systems, tax rules, and sometimes foreign exchange controls. Good examples of partnership dissolution agreement samples for international arrangements include governing law clauses, arbitration provisions, and explicit tax responsibilities in each country.

This overview is for general informational purposes and is not legal or tax advice. Always consult a qualified professional in your jurisdiction before relying on any example of a dissolution agreement or sample language.