Legal Dissolution Pleadings

LEGAL DISSOLUTION PLEADINGS

Court Name:   County:

Case Number:

Petitioner Name:   Respondent Name:

Recitals

WHEREAS, Petitioner and Respondent are the sole owners, members or partners of the business entity identified as Entity Name: ; and

WHEREAS, the Entity was formed on under the laws of , and the parties now desire an orderly dissolution of the Entity’s affairs; and

WHEREAS, the parties intend by these pleadings to provide the Court with factual background, proposed distributions, procedures for notice to creditors, and a proposed form of decree for judicial entry.

NOW THEREFORE, Petitioner and Respondent jointly petition the Court and state as follows:

1. Petition for Dissolution

Petitioner and Respondent hereby request that the Court enter a decree dissolving the Entity and directing winding up of its affairs pursuant to applicable statutory authority. Petitioner and Respondent represent that they are authorized to seek dissolution and that this joint petition is brought with the consent of all parties necessary to request relief.

2. Jurisdiction and Venue

The Court has jurisdiction over the parties and subject matter of this petition pursuant to applicable law because the principal place of business of the Entity is located within this County and the parties consent to jurisdiction. Venue is proper in this Court under the controlling venue statute.

3. Identification of Entity and Parties

Entity Type: Limited Liability Company    Corporation    Partnership    Other    If Other:

State of Formation:   Entity ID/Registration No.:

4. Statement of Facts

The parties state the following material facts: the Entity has conducted business at the principal place of business located at .

The parties further state that the Entity has the following approximate financial position: Estimated assets $; Estimated liabilities $.

5. Notice to Creditors and Claims Administration

Petitioner and Respondent request that the Court approve the following creditor notice procedure: notice shall be mailed to all known creditors at the addresses provided below and published if required by statute. Known creditor notice address for the Entity is:

The parties propose a claims bar date of following entry of an order of dissolution.

6. Distribution of Assets and Payment of Liabilities

The parties agree that assets shall be applied to satisfy liabilities in the ordinary course. Any remaining distributable assets shall be allocated among the parties in accordance with the Entity’s organizational documents and the parties’ agreement as follows:

7. Final Accounting and Tax Matters

Petitioner and Respondent shall cause a final accounting to be prepared and delivered to each party and the Court. All final tax returns, payroll reports, and other required governmental filings shall be prepared and filed by the Entity or by the parties as agreed, and taxes and assessments shall be paid from Entity assets before distribution.

8. Representations, Warranties and Disclosures

Each party represents and warrants that: (a) it has full power and authority to enter into and perform this petition and the transactions contemplated herein; (b) there are no pending or threatened material actions, claims or proceedings against the Entity other than those disclosed below; and (c) the information provided in these pleadings is true and correct to the best of the signing party’s knowledge.

9. Indemnification

Each party agrees to indemnify and hold harmless the other party from and against any loss, claim, demand, or liability arising from that party’s breach of the representations, warranties or obligations in these pleadings, except to the extent resulting from the other party’s own gross negligence or willful misconduct.

10. Relief Requested

WHEREFORE, Petitioner and Respondent jointly request that the Court:

1. Enter an order approving the procedures for notice to creditors and setting a claims bar date;
2. Enter a decree of dissolution dissolving the Entity and authorizing winding up and distribution of assets in accordance with these pleadings;
3. Authorize the parties or their designated representative to execute and file all documents necessary to effectuate dissolution, including a certificate of dissolution and final tax filings; and
4. Grant such other and further relief as the Court deems just and proper.

11. Notices

All notices required or permitted under these pleadings shall be in writing and delivered to the addresses below by hand delivery, certified mail or other commercially reasonable means.

12. Amendments; Waiver; Counterparts

These pleadings may be amended by written agreement of the parties or by order of the Court. No waiver of any provision will be effective unless in writing and signed by the waiving party. This document may be executed in counterparts, each of which is an original and all of which constitute one instrument.

13. Governing Law; Entire Agreement; Severability

This petition and the matters addressed herein shall be governed by the laws of the State of . These pleadings constitute the entire agreement between the parties with respect to the subjects addressed herein. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

Verification

The undersigned Petitioner and Respondent each declare under penalty of perjury under the laws of the State of that the foregoing is true and correct to the best of their knowledge, information and belief.

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