Legal Dissolution Petition

LEGAL DISSOLUTION PETITION

Court:   Case Number:

Petitioner Name:   Respondent Name:

Entity Name (if applicable):   Requested Effective Dissolution Date:

RECITALS

WHEREAS, the parties identified above entered into a business relationship under the name formed on ; and

WHEREAS, the parties wish to wind up the affairs of the business and dissolve the legal relationship in an orderly manner to distribute assets, satisfy liabilities, and resolve outstanding claims; and

WHEREAS, the parties have conferred concerning settlement of obligations and agree that judicial intervention is necessary to obtain a final decree of dissolution and entry of a related order;

NOW, THEREFORE

Petitioner hereby petitions the Court, and Respondent does not object to this petition for dissolution, and the parties respectfully request that the Court enter a decree dissolving the entity relationship and granting the relief set forth in the numbered provisions below.

1. JURISDICTION AND VENUE

The Court has jurisdiction over this petition under applicable statutes because the principal place of business or residency of the parties is within this Court's territorial jurisdiction. Venue is proper in this Court because the entity's primary activities occurred within this venue and the relief requested concerns assets and obligations administered in this jurisdiction.

2. PARTIES

Petitioner: ; Respondent: . The parties are the only known persons or entities materially interested in the dissolution proceeding except as otherwise disclosed in this petition.

3. GROUNDS FOR DISSOLUTION

The grounds for dissolution include one or more of the following (check all that apply) and constitute sufficient cause for judicial dissolution under the applicable statutory standard:

  By written agreement of the parties to wind up and dissolve the relationship.
  Material breach of the operating or partnership agreement resulting in an irreparable breakdown of the relationship.
  Continued inability to carry on the business at a profit or otherwise accomplish the parties' objectives.
  Other grounds for judicial dissolution as set forth by law:

4. RELIEF REQUESTED

Petitioner requests that the Court enter an order that: (a) decrees the dissolution of the entity; (b) appoints a receiver or liquidating agent if necessary to wind up affairs; (c) authorizes the sale or disposition of assets; (d) approves an accounting and allocation of assets and liabilities among creditors and stakeholders; and (e) enters any further relief the Court deems just and proper.

5. ASSETS, LIABILITIES AND CLAIMS

The parties intend that, to the extent practicable, creditors will be given notice and a reasonable opportunity to file claims. The proposed mechanism for resolving claims is set forth in Section 8 below.

6. INTERIM MANAGEMENT AND INJUNCTIVE RELIEF

Pending final decree, the Court should grant such injunctive relief as necessary to preserve assets, prevent transfers except in the ordinary course, and maintain the status quo. Either party may be appointed as a temporary manager or the Court may appoint a neutral custodian upon a showing of necessity.

7. ACCOUNTING AND DISTRIBUTION

The parties request a full accounting of receipts, disbursements, obligations and distributions. After payment of administrative expenses and creditors, remaining assets shall be distributed in accordance with the parties' agreement or, in the absence of agreement, according to the applicable statutory priority rules.

8. NOTICES

All notices required under this petition shall be sent to the addresses below by certified mail, overnight courier, or hand delivery and shall be effective upon receipt.

9. PROPOSED ORDER

Petitioner requests that the Court enter an order consistent with this petition, including: dissolution of the entity; authorization to liquidate and distribute assets; approval of the proposed distribution plan or an order directing such accounting procedures as the Court deems necessary; and an award of costs and fees as the Court determines equitable.

10. CERTIFICATION

The undersigned certifies under penalty of perjury under the laws of the applicable jurisdiction that the facts stated in this petition are true and correct to the best of their knowledge, and that this petition is filed in good faith to effectuate an orderly dissolution and distribution of the parties' affairs.

11. GOVERNING LAW

This petition and any decree entered hereunder shall be governed by and construed in accordance with the laws of the state or jurisdiction in which this Court sits, without regard to choice-of-law principles that would apply the laws of another jurisdiction.

12. ENTIRE AGREEMENT

This petition, together with any attached schedules or exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral, relating to dissolution of the parties' relationship.

13. SEVERABILITY

If any provision of this petition is determined by the Court to be invalid, illegal or unenforceable in any respect, the validity of the remaining provisions shall not be affected and they shall remain in full force and effect.

14. AMENDMENTS; WAIVER; COUNTERPARTS

This petition may be amended only by written agreement of the parties or by order of the Court. No failure or delay by any party in exercising any right shall operate as a waiver of that right. This petition may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. ATTACHMENTS

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