The Deed of Retirement from Partnership is a crucial legal document used when a partner wishes to formally withdraw from a partnership in the United Arab Emirates. This document is essential for ensuring a smooth transition and protecting all parties' interests under UAE law, particularly Federal Law No. 18 of 1993 (Commercial Transactions Law) and Federal Law No. 2 of 2015 (Commercial Companies Law). The deed comprehensively addresses the retiring partner's exit, including financial settlements, release of liabilities, confidentiality obligations, and any continuing responsibilities. It must be properly executed and often requires notarization to be legally effective in the UAE. The document is particularly important for maintaining clear records of partnership changes and ensuring compliance with local regulatory requirements regarding partnership modifications.
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1. Parties: Identification of all parties including the retiring partner, continuing partners, and the partnership entity
2. Background: Recitals explaining the existing partnership arrangement and the intention to retire
3. Definitions: Definitions of key terms used throughout the deed
4. Date of Retirement: Specific date when the retirement takes effect
5. Settlement of Accounts: Details of final financial settlement, including capital account, profit share, and outstanding obligations
6. Release and Discharge: Mutual release of liabilities and obligations between retiring partner and partnership
7. Return of Partnership Property: Provisions for return of partnership assets, documents, and property
8. Confidentiality: Ongoing confidentiality obligations of the retiring partner
9. Non-Competition and Non-Solicitation: Restrictions on the retiring partner's future business activities
10. Public Announcement: Agreement on how the retirement will be communicated to third parties
11. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
12. Execution: Formal execution provisions complying with UAE requirements for deeds
1. Ongoing Projects: Required when the retiring partner has involvement in unfinished projects that need transitioning
2. Intellectual Property Rights: Needed when there are IP rights to be addressed, including assignment or licensing
3. Post-Retirement Consultancy: Used when the retiring partner will provide transitional consultancy services
4. Insurance and Indemnities: Required when specific insurance or indemnity arrangements need to be maintained
5. Tax Matters: Needed when there are specific tax implications or arrangements to be addressed
6. Client Relationships: Required when specific provisions are needed for handling client relationships post-retirement
1. Schedule 1 - Partnership Details: Details of the existing partnership agreement and structure
2. Schedule 2 - Financial Settlement: Detailed breakdown of financial settlement including valuations and payment terms
3. Schedule 3 - Partnership Assets: List of partnership assets and their disposition
4. Schedule 4 - Continuing Obligations: List of any continuing obligations of the retiring partner
5. Schedule 5 - Client List: List of clients and agreed arrangements for their handling
6. Appendix A - Powers of Attorney: Any required powers of attorney for completing post-retirement matters
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