Partnership dissolution and winding up checklist
Partnership dissolution involves contract, property, tax, and registration issues. This checklist is for Australian commercial lawyers acting for partners in a general law partnership that is being wound up by agreement or notice.
This is a 12-step checklist for dissolving and winding up a general law partnership under the relevant state Partnership Act and the partnership agreement — covering notice, accounts, asset realisation, tax, and final distribution.
The checklist
Review the partnership agreement
Identify dissolution triggers, notice periods, valuation method, and any buy-out or continuation clauses.
Identify the dissolution event
Characterise the dissolution — agreement, notice, expiry, death, bankruptcy, or illegality — and document it.
Give formal notice to partners
Serve notice in the form required by the agreement or the Partnership Act and file a record with the partnership books.
Notify third parties and publish dissolution
Advise creditors, clients, landlords, and banks. Publish dissolution notice in the Gazette if required.
Take an account of partnership affairs
Prepare a final set of accounts at the dissolution date — assets, liabilities, capital accounts, and undrawn profits.
Realise or distribute partnership assets
Sell assets or distribute in kind per the agreement. Document valuations and the method used.
Apply the section 44 order of application
Apply proceeds in statutory order — outside creditors, partner loans, capital, then profits.
Address CGT events on dissolution
Identify CGT events — E4, E7, or A1 — on assets distributed or sold, and consider small business CGT concessions.
Cancel GST and ABN registrations
Lodge GST cancellation when turnover ceases and cancel ABN after final accounts are lodged.
Finalise employee entitlements
Pay out wages, leave, and superannuation. Issue separation certificates and meet Fair Work and super guarantee obligations.
Lodge final tax returns
Lodge the final partnership return, individual partner returns, and BAS. Finalise loss distribution.
Execute deed of dissolution and release
Prepare a deed of dissolution and mutual release between partners, including indemnities and confidentiality.
When this checklist applies
Use for every general law partnership dissolution — professional services, family partnerships, or joint ventures structured as partnerships.
Common pitfalls
- Missing formal notice to partners and creditors — continuing liability risk
- Distributing assets before creditors are paid (breach of section 44)
- Ignoring CGT event E4 or E7 on asset distributions in kind
- Forgetting employee super guarantee and leave entitlements
- Failing to publish the dissolution — "holding out" liability continues
Run this checklist on a real matter
Quillio drafts deeds of dissolution, runs the section 44 waterfall, and prepares the partner release on a live matter. See /practice-areas/commercial-lawyers or start a free trial.
General guidance for Australian partnership dissolutions. Adapt for limited partnerships, MDP structures, and incorporated partnerships.
Use this checklist on your matter.
Quillio can run this checklist on a specific NSW conveyancing matter — confirm each item, calculate adjustments, and generate the supporting documents. The free trial requires no credit card.
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