Deed of Dissolution where the Business is continued by Some Partners
This Deed of
Dissolution made at ............................ this .............. day of
......................... 19......... between a, son of
................................... resident of ...............................
and B, son of ........................ resident of ...........................
(hereinafter collectively called as "Continuing Partners") of the ONE
PART and C, son of ......................... resident of ..........................
(hereinafter called as "Retiring Partner") of the OTHER PART
Whereas The parties
hereto were carrying on the business of carrying on ................. under the
name and style of M/s. ......................... at ...........................
under the terms of a Deed of Partnership dated ........................... made
between them.
And Whereas the
retiring partner has indicated his desire to retire from the partnership.
And Where as the
partners have agreed to dissolve the said partnership in the manner hereinafter
appearing.
NOW THIS DEED
WITNESSETH AS FOLLOWS:
1.
That
the retiring partner shall retire from the partnership from the date of these
presents, but the partnership between the continuing partners will continue on
the terms of the said Deed of Partnership as modified by this deed.
2.
That
the accounts of the assets and liabilities of the said partnership have been
taken and a Balance Sheet of the same has been prepared and signed by the
partners showing the net value of assets of the firm at Rs. ...................
after deducting the debts and liabilities thereof and the value of the share of
retiring partner has been computed at Rs. ................ and the continuing
partners have paid the said sum of Rs. ................ to the retiring partner
vide D.D. No. ............... dated .................. drawn on
................... Bank ...................... .................. Branch,
........................ (the receipt whereof the retiring partner hereby
acknowledges).
3.
That
in consideration of the said Rs. .................. paid by the continuing
partners to the retiring partner, the retiring partner hereby assigns to the
continuing partners all the share and interest of the retiring partner and in
the goodwill, book debts, credits and all property, cash in hand and at the
bank and chattels of or belonging to the partners hereto in connection with the
partnership TO HOLD unto the continuing partners in equal shares absolutely.
4.
The
continuing partners hereby jointly and severally covenant, with the retiring
partner to pay, discharge and fulfil all debts, liabilities and obligations of
the partnership and at all times to indemnify and keep indemnified the retiring
partner and his legal representatives, estate and effects and from all proceedings,
costs, claims and expenses in respect thereof.
5.
The
retiring partner hereby covenant to execute such deeds or other documents as
may be required for releasing his share and interest in the partnership and
leasehold premises to the continuing partners.
6.
The
retiring partner hereby irrevocably appoints the continuing partners his
attornies, in his name, solely or jointly with the continuing partners to
collect all assets, and property of the partnership and to demand, sue, recover
and receive and to sign and give full and effectual receipts and discharges for
all the debts, estate and effects of or due or owing or in anywise belonging to
the partnership and to settle all accounts and matters relating thereto and to
compound, compromise or release all or any of the debts or claims belonging to
the partnership and to institute suits, actions or other proceedings for
compelling payments, discharge or delivery thereof and to appoint a substitute
or substitutes for any of the purposes aforesaid from time to time and at any
time to remove any substitute and generally to do all such acts or things as
may be necessary or expedient for the vesting of rights and assets in the
continuing partners hereby assigned.
7.
The
retiring partner shall not carry on or be concerned or interested in the
business of ...................... within the city of ..................
either, directly or indirectly, alone or jointly with or as director, manager,
agent or employee of any other company, firm corporation or person.
8.
The
capital of the partnership shall belong to the continuing partners in equal
shares and the profits and losses of the partnership (including profits and
losses of capital nature) shall belong to and shall be borne by the continuing
partners in equal proportion.
9.
The
continuing partners will give due notice of retirement of retiring partner
through the gazette, newspapers and by circulars to all persons, firms and
bodies with whom the partnership has had dealings. The continuing partners
shall also file necessary forms with the Registrar of Firms ............... and
Assessing Officer ................... regarding the retirement of retiring
partner and change in the constitution of the said firm.
10.
The
said Deed of Partnership as modified by this deed shall remain in full force
and effect as between the continuing partners.
IN WITNESS WHEREOF
the parties have hereunto set their hands the day and year first above written.
Signed and delivered
by the within named A
Signed and delivered
by the within named B
Signed and delivered
by the within named C
WITNESSES;
1.
2.
