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_SETUP.1
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4700.BLD
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1997-07-22
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181 lines
#4700
@001 Enter the names of the partners:
~Enter the names of the partners.
@003 Enter the name of the partnership:
~Enter the full legal name of the partnership.
@200 Enter effective date of dissolution:
~Enter the date when the dissolution will be effective. This is
~usually at a date within the near future.
@201 Enter contracts canceled by dissolution:
~Enter with specificity any contracts which will be canceled by
~the dissolution.
@202 Enter name of liquidation agent:
~Enter the name of the person who will liquidate the partnership.
~This may be one of the partners or a third party.
@203 Enter date for separate bank account to be established:
~Enter in any desired format the date for opening a new account
~for the liquidation.
@204/@204/@204 A report of the liquidation shall be made once each:
~Select how often reports shall be provided. If the desired time
~period is not stated, select KEY IN VALUE and enter the time
~period which you want to use.
month
quarter
KEY IN VALUE
@205 Enter date when partners debts to partnership must be paid:
~Enter in any desired format when the partners must pay their
~debts, if any, to the partnership.
@888 Enter number of months for attempt to sell business:
~Enter as a numeral an outside limit in months for a sale of the
~partnership business.
#4701 Do you desire arbitration for disputes?
~Select yes if disputes will be arbitrated.
#4702 Will liquidation agent receive a fee for services?
~Select yes if the liquidation agent will be compensated.
#if#4702
@206 Enter fee:
#endif
#4703 At conclusion of liquidation will agent pay debts?
~State whether the debts will be paid by the liquidator out of
~available funds.
#4704 Will partners be permitted to remove liquidation agent?
~Select yes if the partners will be able to remove the
~liquidation agent.
#if#4704
@207/@207/2027 Enter vote required for removal:
~Select the vote required to remove the liquidation agent. If
~the desired vote count is not listed, select KEY IN VAULE and
~enter the desired terms.
the majority
a 2/3 majority
KEY IN VALUE
@208/@208/@208 Any liquidation agent shall:
~Select whether the liquidation agent must be a partner, must
~not be a partner, or may be either.
must not be a member of the partnership
must be a member of the partnership
need not be a member of the partnership
#endif
#4705
#end control section
#4700
/* Para. 4700: Dissolution of partnership */
@001, all of the partners of @003, a general partnership, agree:
That the partnership shall be dissolved, effective @200, and that
no business or contracts shall be engaged in after that date which
may require continuation of the partnership or any continuance of
liability.
All undertakings and agreements contrary to this agreement are
repealed, and this agreement shall take their place. In specific,
the following prior agreements are abrogated:
@201
@202, referred to as liquidation agent, is appointed to conduct an
orderly liquidation of the business of the partnership. The
liquidation agent shall take all necessary and desirable steps to
wind up the partnership business.
All partners shall execute any documents reasonably required by
the liquidation agent to wind up the partnership affairs.
At the earliest practical opportunity the liquidation agent shall
publish all notices and notify any parties by the fastest means of
the winding up of the partnership affairs.
The liquidation agent may sell partnership assets on credit,
compromise claims or receivables and take any other reasonable
steps to complete the liquidation. The liquidation agent shall
attempt to sell the partnership as a going concern for a period of
@888 months from the date of this agreement, and if no acceptable
offer is received, shall sell the assets either in whole or in
lots, in the best interests of the partnership.
Effective @203, the liquidation agent shall establish a separate
banking account for the partnership's winding up, and shall cause
the orderly closing of the books and records of the partnership,
and shall then open new books and records for purpose of the
liquidation. Each @204 the liquidation agent shall render a
summary report of activities to all partners.
In conducting the winding up, the liquidation agent shall be
empowered to hire brokers and professionals as required.
In the event that any partner owes debts to the partnership, the
same shall be paid, in full, no later than @205 to the liquidation
agent.
#4701
/* Para. 4701: Arbitration */
Any disputes related to this agreement shall be arbitrated under
the rules of the American Arbitration Association, with a single
arbiter.
#4702
/* Para. 4702: Fee */
The liquidation agent shall be entitled to a fee for services
rendered, as follows:
@206
#4703
/* Para. 4703: Conclusion, debts to be paid */
At the conclusion of the winding up of the partnership affairs,
the liquidation agent shall pay all just debts of the partnership,
from proceeds of the liquidation. If the assets are insufficient
to pay the debts, the partners shall each pay proportional sums to
discharge the debts.
#4704
/*Para. 4704: removal */
The liquidation agent may be removed upon a vote of @207 of the
partners, each partner having a vote proportional to the per
centage of the capital and surplus credited to each partner. A
new liquidation agent may be appointed by majority vote and @208.
#4705
/* para. 4705 */
This agreement may only be modified in writing, and expresses the
entire agreement of the parties hereto.
Dated: ____________________
The partners of @003,: