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Deed of Dissolution of Partnership

Inter-party  ·  Partnership Act 1932, Sections 39-44

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DEED OF DISSOLUTION OF PARTNERSHIP

This Deed of Dissolution is made on deed_date

AMONG: 1. partner_1_name, CNIC No. partner_1_cnic ("First Partner"); 2. partner_2_name, CNIC No. partner_2_cnic ("Second Partner"); 3. additional_partners (collectively "the Partners" of firm_name)

WHEREAS

WHEREAS the Partners constituted a partnership firm under the name and style of "firm_name" pursuant to a Partnership Deed dated original_deed_date, registered with the Registrar of Firms vide Registration No. firm_registration_number; and WHEREAS the Partners have mutually decided to dissolve the partnership with effect from dissolution_date ("Dissolution Date") and to settle the accounts as set out below; the Partners hereby agree.

1. DISSOLUTION: The partnership constituted under the Deed dated original_deed_date stands dissolved with effect from the Dissolution Date by mutual consent of all the Partners under Section 40 of the Partnership Act 1932.

2. CESSATION OF BUSINESS: From the Dissolution Date, the Firm shall cease to carry on any business save such as is necessary for the beneficial winding-up of the Firm's affairs in accordance with Sections 47 and 48 of the Partnership Act 1932.

3. STATEMENT OF ACCOUNTS: The Partners have prepared and approved the statement of accounts of the Firm as at the Dissolution Date, attached as Schedule A, showing the assets, liabilities, and capital balances of the Partners.

4. ASSETS OF THE FIRM: The assets of the Firm as at the Dissolution Date comprise: (a) cash and bank balances of Rs. cash_balance; (b) book debts and receivables of Rs. receivables; (c) inventory and stock-in-trade of Rs. inventory_value; (d) fixed assets including fixed_assets_description valued at Rs. fixed_assets_value; and (e) goodwill, valued by mutual agreement at Rs. goodwill_value.

5. LIABILITIES OF THE FIRM: The liabilities of the Firm as at the Dissolution Date comprise: (a) trade payables and creditors of Rs. payables; (b) bank borrowings of Rs. bank_loans; (c) statutory liabilities (income tax, sales tax, EOBI) of Rs. statutory_liabilities; and (d) other liabilities of Rs. other_liabilities.

6. ORDER OF APPLICATION: In accordance with Section 48 of the Partnership Act 1932, the assets of the Firm shall be applied in the following order: (a) first, in payment of the debts of the Firm to third parties; (b) secondly, in repayment of advances made by Partners over and above their capital contributions, with interest; (c) thirdly, in repayment of the capital of the Partners; and (d) finally, the surplus, if any, shall be distributed among the Partners in their profit-sharing ratio.

7. SETTLEMENT WITH PARTNERS: After application of the assets in the order set out above, the net amounts payable to the Partners are as follows: First Partner: Rs. first_partner_settlement; Second Partner: Rs. second_partner_settlement; additional_partner_settlements. Payment shall be made within settlement_payment_days days of execution of this Deed by demand draft / bank transfer.

8. ALLOCATION OF SPECIFIC ASSETS: By mutual agreement, the following specific assets shall be allocated to the Partners in lieu of cash settlement: specific_asset_allocations. The values agreed for such allocations are reflected in the settlement amounts in Clause 7.

9. RIGHT TO USE FIRM NAME: After the Dissolution Date, no Partner shall use the name "firm_name" for any business, save with the unanimous written consent of all the other Partners. firm_name_arrangement.

10. PUBLIC NOTICE: The Partners shall jointly publish a public notice of dissolution in newspapers_for_notice within fifteen days of the Dissolution Date, in accordance with Section 45 of the Partnership Act 1932, to give notice of dissolution to third parties.

11. NOTIFICATION TO REGISTRAR: The Partners shall jointly file Form-E with the Registrar of Firms within fifteen days of the Dissolution Date, notifying the dissolution of the Firm.

12. NOTIFICATION TO BANKS AND CREDITORS: The Partners shall jointly write to the Firm's bankers, customers, suppliers, and other creditors notifying the dissolution and the arrangements for receipt of outstanding dues and payment of liabilities.

13. INDEMNITY: Each Partner shall indemnify the others against any liability of the Firm allocated to that Partner under this Deed, and shall not pursue the Firm or the other Partners for the same.

14. NON-COMPETE: For a period of non_compete_years years from the Dissolution Date, no retiring Partner shall use the goodwill of the Firm in any competing business, in accordance with Section 36 of the Partnership Act 1932, save where the goodwill has been allocated to that Partner under this Deed.

15. RECORDS AND BOOKS: The original books of account and records of the Firm shall be retained by records_custodian for a period of retention_years years, accessible to all Partners on reasonable notice for tax, legal, or audit purposes.

16. DISCHARGE AND RELEASE: Save for the obligations expressly preserved in this Deed, the Partners hereby release each other and the Firm from all claims, demands, actions, and causes of action arising out of the partnership or the Partnership Deed dated original_deed_date.

17. ARBITRATION: Any dispute arising out of or in connection with this Deed of Dissolution shall be referred to arbitration under the Arbitration Act 1940 by a sole arbitrator at arbitration_seat.

18. GOVERNING LAW: This Deed shall be governed by the laws of the Islamic Republic of Pakistan.

IN WITNESS WHEREOF, the Partners have signed this Deed of Dissolution on the date first above written. FIRST PARTNER: _____________________________ partner_1_name, CNIC: partner_1_cnic SECOND PARTNER: _____________________________ partner_2_name, CNIC: partner_2_cnic WITNESSES: 1. witness_1_name 2. witness_2_name

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