Legal Petition Dissolution

LEGAL PETITION DISSOLUTION

This Petition for Dissolution is submitted by the undersigned parties for the dissolution and winding up of the business described herein. Petitioner Name: ; Petitioner Address: . Co-Petitioner Name (if applicable): ; Co-Petitioner Address: .

Entity Name to be Dissolved: . Registered Jurisdiction: . Entity Registration/ID Number: .

RECITALS

WHEREAS, the parties are current owners, members, or officers of the Entity Name to be Dissolved and hold authority to act on behalf of the entity in accordance with its governing documents and applicable law; and

WHEREAS, the parties have determined that it is advisable and in the best interest of the entity and its owners that the entity be dissolved, all remaining affairs wound up and its assets distributed in accordance with law and the entity's governing instruments; and

WHEREAS, the parties desire to set forth a joint petition and plan for dissolution, winding up, notice to creditors, tax and filing responsibilities, and distribution of remaining assets.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the sufficiency of which is acknowledged, the parties hereby petition and agree as follows:

1. DEFINITIONS

For purposes of this Petition, the following terms shall have the meanings set forth below: "Effective Date" means the date on which dissolution becomes effective under the laws of the registered jurisdiction or such other date as the parties specify in Section 3. "Claims" means all debts, liabilities, obligations, suits, demands, actions and causes of action known or unknown, matured or unmatured, contingent or fixed.

2. AUTHORITY TO DISSOLVE

Each signing party represents and warrants that such party has full authority to execute this Petition on behalf of the capacity indicated herein and that all corporate, member or partner approvals required under the entity's governing documents and applicable law have been obtained.

3. EFFECTIVE DATE

The parties agree that the Effective Date of dissolution shall be , or upon acceptance of this Petition by the appropriate filing authority if later.

4. WINDING UP AND LIQUIDATION

From and after the Effective Date, the parties shall proceed to wind up the affairs of the entity in an orderly manner. The duties of winding up shall include, without limitation: (a) collecting and converting to cash the entity's assets; (b) performing or terminating contracts; (c) notifying and making provision for the payment or discharge of liabilities; (d) distributing remaining assets to owners in accordance with the governing documents and law; and (e) filing all required dissolution and tax documents.

5. NOTICE TO CREDITORS AND CLAIMS

The parties shall take commercially reasonable steps to provide notice to known creditors and publish notice where required by law. All Claims asserted within the period required by applicable law shall be reviewed and, if valid, paid or provided for from available assets prior to any distribution to owners.

6. TAXES, REPORTS AND FILINGS

The parties shall cause the entity to file all required final tax returns, information returns, and other governmental reports. Each party shall cooperate in the preparation, filing and delivery of such returns and shall take reasonable steps to obtain any necessary tax clearances or certificates prior to making final distributions.

7. DISTRIBUTION OF ASSETS

After payment or provision for payment of debts and obligations, the net assets shall be distributed among the owners in accordance with the entity's governing documents and applicable law. Any disputed claims regarding entitlement to distribution shall be preserved for resolution and shall not impair distributions to other entitled owners.

8. REPRESENTATIVE AND AUTHORITY TO EXECUTE

The parties hereby designate the following individual as the entity's authorized representative for purposes of winding up and making filings: Representative Name: ; Representative Title/Capacity: . The representative shall have the authority to execute documents, pay liabilities, enter into agreements necessary to effectuate dissolution, and to represent the entity before governmental authorities.

9. RELEASES AND INDEMNITIES

Upon full performance and distribution, each party releases the entity and the other parties from further obligations arising solely from ownership, except for obligations arising from willful misconduct or gross negligence. Each party agrees to indemnify and hold harmless the other parties from liabilities arising from that party's acts or omissions during the pendency of the winding up process.

10. NOTICES

All notices required or permitted under this Petition shall be in writing and delivered to the addresses provided above by hand delivery, certified mail, or reputable overnight courier, and shall be effective upon receipt.

11. AMENDMENTS; WAIVER

This Petition may be amended only by a written agreement signed by all parties. No waiver of any provision of this Petition shall be deemed a waiver of any other provision or of any subsequent breach.

12. COUNTERPARTS

This Petition may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be valid and binding.

13. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Petition shall be governed by and construed in accordance with the laws of the jurisdiction identified as Registered Jurisdiction above, except to the extent superseded by mandatory federal law. If any provision of this Petition is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Petition constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

14. CERTIFICATION

Each undersigned certifies under penalty of perjury under the laws of the applicable jurisdiction that the information contained in this Petition is true and correct to the best of such party's knowledge, that all required approvals have been obtained, and that the party signing below is authorized to bind the interest represented.

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