[{"data":1,"prerenderedAt":527},["ShallowReactive",2],{"document-general-conveyance-agreement-wind-up-D333":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":177,"customdescription":6,"mdFm":178,"mdProseHtml":526},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"GENERAL CONVEYANCE (WIND-UP) AGREEMENT This General Conveyance (Wind-Up) Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Parent\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Subsidiary\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Subsidiary wishes to dissolve pursuant to the laws of [COUNTRY]; WHEREAS the Parent owns all the outstanding shares in the capital stock of the Subsidiary; WHEREAS the Parent has agreed to assume and discharge all the liabilities, if any, and obligations of the Subsidiary and has also agreed to assume all expenses in connection with the proposed dissolution of the Subsidiary; NOW THEREFORE in consideration of the mutual covenants and agreements herein contained, it is agreed by and between the parties hereto as follows: 1. ASSIGNMENT OF PROPERTY 1.1 The Subsidiary conveys, transfers and assigns unto the Parent with effect as of and from the close of business on l (the \"Effective Date\") all rights, title, benefit, interest and obligations to and under its property and assets of every nature and kind whatsoever, including, without limiting the generality of the foregoing: a) all the property of the Subsidiary, moveable and immoveable, real or personal, tangible or intangible, of every kind and wheresoever situate; b) all book and other debts due or accruing due to the Subsidiary and the full benefit and advantage of all security for such debts; c) all existing contracts, leases, agreements and engagements to which the Subsidiary is or may be bound; d) all cash on hand in banks and all securities, if any, owned by the Subsidiary; and",null,"General Conveyance Agreement Wind-Up","2",42,"doc","https://templates.business-in-a-box.com/imgs/1000px/general-conveyance-agreement_wind-up-D333.png","https://templates.business-in-a-box.com/imgs/250px/333.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#333.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Finance & Accounting","/templates/finance-accounting/",{"label":20,"url":21},"Buy & Sell Shares","/templates/buy-sell-shares/","general conveyance agreement wind up","General Conveyance Agreement Wind-Up Template","https://templates.business-in-a-box.com/imgs/400px/333.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,34],{"label":27,"url":28},{"label":32,"url":33},"Legal Agreements","/templates/business-legal-agreements/",{"label":35,"url":36},"Transfers Terminations & Releases","/templates/transfers-terminations-and-releases/",[38,42,46,50,54,58,62,66,70,74,78,82,86,100,116,132,150,163],{"label":39,"url":40,"thumb":41,"extension":10},"General Conveyance Agreement Moveable & Immoveable","/template/general-conveyance-agreement-moveable-immoveable-D332","https://templates.business-in-a-box.com/imgs/250px/332.png",{"label":43,"url":44,"thumb":45,"extension":10},"General Non-Compete Agreement","/template/general-non-compete-agreement-D882","https://templates.business-in-a-box.com/imgs/250px/882.png",{"label":47,"url":48,"thumb":49,"extension":10},"Development Agreement General","/template/development-agreement-general-D789","https://templates.business-in-a-box.com/imgs/250px/789.png",{"label":51,"url":52,"thumb":53,"extension":10},"Deed Of Conveyance","/template/deed-of-conveyance-D12693","https://templates.business-in-a-box.com/imgs/250px/12693.png",{"label":55,"url":56,"thumb":57,"extension":10},"General Release and Settlement Agreement","/template/general-release-and-settlement-agreement-D12554","https://templates.business-in-a-box.com/imgs/250px/12554.png",{"label":59,"url":60,"thumb":61,"extension":10},"Motor Vehicle Conveyance","/template/motor-vehicle-conveyance-D1150","https://templates.business-in-a-box.com/imgs/250px/1150.png",{"label":63,"url":64,"thumb":65,"extension":10},"General By-Laws","/template/general-by-laws-D1008","https://templates.business-in-a-box.com/imgs/250px/1008.png",{"label":67,"url":68,"thumb":69,"extension":10},"General Safety Rules","/template/general-safety-rules-D716","https://templates.business-in-a-box.com/imgs/250px/716.png",{"label":71,"url":72,"thumb":73,"extension":10},"General Safety Policy","/template/general-safety-policy-D715","https://templates.business-in-a-box.com/imgs/250px/715.png",{"label":75,"url":76,"thumb":77,"extension":10},"General Power of Attorney","/template/general-power-of-attorney-D1037","https://templates.business-in-a-box.com/imgs/250px/1037.png",{"label":79,"url":80,"thumb":81,"extension":10},"Checklist Start-Up","/template/checklist-start-up-D110","https://templates.business-in-a-box.com/imgs/250px/110.png",{"label":83,"url":84,"thumb":85,"extension":10},"Collection Letter_Follow-Up","/template/collection-letter_follow-up-D195","https://templates.business-in-a-box.com/imgs/250px/195.png",{"description":87,"descriptionCustom":6,"label":88,"pages":8,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":94,"keywords":98,"url":99},"PARTNERSHIP DISSOLUTION AGREEMENT This Partnership Dissolution Agreement (the \"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"Selling Partner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [PURCHASING PARTNER NAME] (the \"Purchasing Partner\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS The parties are partners in the firm named [name], of [address], [city], [state], established for the purpose of [specify], under an agreement dated [date]. Pursuant to the terms of the partnership agreement, a buy or sell notice was given by Selling Partner to Purchasing Partner. The Purchasing Partner has exercised its option to purchase the interest of Selling Partner in and to the partnership business. In consideration of the matters described above, and of the mutual benefits and obligations set forth in this agreement, the parties agree as follows: SALE OF INTEREST; PURCHASE PRICE Selling Partner shall sell its [%] interest in the partnership business, including its [%] interest in all of the furniture, equipment, and furnishings of the business, stock of merchandise, accounts receivable, moneys, and all of [Selling Partner name's] right, title, and interest in and to any and all of the assets of the partnership, to Purchasing Partner for [amount], to be paid in [number] equal monthly installments, due on the [specify] day of each month, commencing on [date]. ASSUMPTION OF OBLIGATIONS The Purchasing Partner shall and do assume and agrees to pay all of the outstanding debts and obligations of the partnership business and to perform all of the covenants of the leases on the premises, and to perform all of the outstanding contracts and agreements required to be performed by the partnership and agrees to save and hold harmless Selling Partner against any claim or claims that may arise by reason of such debts, obligations, or covenants, or any other claims except those specifically mentioned in this agreement. INDEMNIFICATION","Partnership Dissolution Agreement",37,"https://templates.business-in-a-box.com/imgs/1000px/partnership-dissolution-agreement-D901.png","https://templates.business-in-a-box.com/imgs/250px/901.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#901.xml",{"title":6,"description":6},[95,97],{"label":32,"url":96},"business-legal-agreements",{"label":32,"url":96},"partnership dissolution agreement","/template/partnership-dissolution-agreement-D901",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":104,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":109,"keywords":114,"url":115},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[110,111],{"label":32,"url":96},{"label":112,"url":113},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":120,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":126,"keywords":125,"url":131},"ASSIGNMENT This assignment is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [ASSIGNEE NAME] (the \"Assignee\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Agreed terms Definition and Interpretation The definitions and rules of interpretation in this clause apply in this agreement. Assigned Rights: any and all Intellectual Property Rights that have arisen or will arise in the name of the Assignor as a result of any work done for the Assignee and/or during the Engagement. Engagement: has the meaning given to it in the background of this agreement. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Assignment In consideration of the sum of $[SPECIFY], the Assignor hereby assigns to the Assignee absolutely with full title guarantee any and all his right, title and interest in and to the Assigned Rights, including: the absolute entitlement to any registrations granted pursuant to any of the applications comprised in the Intellectual Property Rights; any and all goodwill attaching to the Intellectual Property Rights; and the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the Assigned Rights whether occurring before, on, or after the date of this agreement. To the extent that the Assignor owns or controls (presently or in the future) any Intellectual Property Rights that block or interfere with the rights assigned to the Assignee under this agreement (\"Related Rights\"), the Assignor hereby grants or will cause to be granted to the Assignee a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide licence (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable the Assignee to exercise all of the rights assigned to the Assignee under this agreement. Warranties The Assignor warrants that: he is the legal and beneficial owner of, and owns all the rights and interests in, the Assigned Rights; he has not licensed or assigned any of the Assigned Rights; the Assigned Rights are free from any security interest, option, mortgage, charge or lien;","Assignment Agreement","3",513,"https://templates.business-in-a-box.com/imgs/1000px/assignment-agreement-D12542.png","https://templates.business-in-a-box.com/imgs/250px/12542.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12542.xml",{"title":125,"description":6},"assignment agreement",[127,128],{"label":32,"url":96},{"label":129,"url":130},"Transfer & Assignment Agreements","transfer-assignment-agreement","/template/assignment-agreement-D12542",{"description":133,"descriptionCustom":6,"label":134,"pages":135,"size":136,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":141,"keywords":148,"url":149},"BILL OF SALE This Bill of Sale (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\") , a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the Seller hereby sells and transfers possession of the following goods in their present condition and location to the Buyer, and its successors and assigns forever, the following described goods [DETAILED LIST OF GOODS]. Seller warrants and represents that he/she has good title to said property, full authority to sell and transfer same and that said goods and chattels are being sold free and clear of all liens, encumbrances, liabilities and adverse claims, of every nature and description.","Bill of Sale","1",29,"https://templates.business-in-a-box.com/imgs/1000px/bill-of-sale-D1229.png","https://templates.business-in-a-box.com/imgs/250px/1229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1229.xml",{"title":6,"description":6},[142,145],{"label":143,"url":144},"Sales & Marketing","sales-marketing",{"label":146,"url":147},"Marketing & Sales Contracts","marketing-sales-contracts","bill sale","/template/bill-of-sale-D1229",{"description":151,"descriptionCustom":6,"label":152,"pages":135,"size":153,"extension":10,"preview":154,"thumb":155,"svgFrame":156,"seoMetadata":157,"parents":158,"keywords":161,"url":162},"ADHESION TO THE UNANIMOUS SHAREHOLDER AGREEMENT I, [INDIVIDUAL NAME], domiciled and residing at [FULL ADDRESS], declare that: As of today, I subscribe to [NUMBER] class [SPECIFY] shares issued from the share-capital of [COMPANY NAME]; I have examined the Unanimous Shareholders Agreement and I am satisfied of its content and acknowledge that a copy of such documents has been remitted to me;","Adhesion to the Unanimous Shareholder Agreement",41,"https://templates.business-in-a-box.com/imgs/1000px/adhesion-to-the-unanimous-shareholder-agreement-D848.png","https://templates.business-in-a-box.com/imgs/250px/848.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#848.xml",{"title":6,"description":6},[159,160],{"label":32,"url":96},{"label":32,"url":96},"adhesion to unanimous shareholder agreement","/template/adhesion-to-the-unanimous-shareholder-agreement-D848",{"description":164,"descriptionCustom":6,"label":165,"pages":119,"size":120,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":171,"keywords":170,"url":176},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":170,"description":6},"non disclosure agreement nda",[172,173],{"label":32,"url":96},{"label":174,"url":175},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":179,"reviewer":190,"legal_disclaimer":194,"quick_facts":195,"at_a_glance":197,"personas":201,"variants":226,"glossary":252,"clauses":289,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":457,"diy_vs_lawyer":470,"jurisdictions":483,"related_template_ids_curated":504,"schema":514,"classification":515},{"meta_title":180,"meta_description":181,"primary_keyword":22,"secondary_keywords":182},"General Conveyance Agreement Wind Up Template | BIB","Free general conveyance agreement wind up template for transferring assets during business dissolution.",[183,184,185,186,187,188,189],"conveyance agreement template","business wind up agreement","asset transfer agreement template","business dissolution conveyance","general conveyance template word","wind up asset transfer document","business winding up agreement free",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":196,"legal_review_recommended":194,"signature_required":194,"notarization_required":177},"advanced",{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"A General Conveyance Agreement Wind Up is a legally binding document used to formally transfer ownership of assets — tangible and intangible — from a dissolving or winding-up business entity to one or more designated recipients, such as shareholders, creditors, or a successor entity. This free Word download gives you a structured, attorney-ready starting point you can edit online and export as PDF to complete a business dissolution cleanly and on the record.\n","Use it when a company, partnership, or sole proprietorship is ceasing operations and must formally transfer its remaining assets to shareholders, partners, creditors, or a new entity as part of the wind-up process. It is also used when a holding company distributes subsidiary assets to parent-entity owners upon dissolution.\n","Identification of the conveying and receiving parties, a detailed schedule of transferred assets, the consideration or distribution basis, representations and warranties from the transferor, conditions precedent to transfer, indemnification obligations, and governing law provisions.\n",[202,206,210,214,218,222],{"title":203,"use_case":204,"icon_asset_id":205},"Business owners dissolving a company","Formally transferring remaining assets to shareholders on wind-up","persona-small-business-owner",{"title":207,"use_case":208,"icon_asset_id":209},"Corporate attorneys","Documenting asset conveyance as part of a structured dissolution file","persona-attorney",{"title":211,"use_case":212,"icon_asset_id":213},"Partnership administrators","Distributing partnership property to partners upon dissolution","persona-operations-director",{"title":215,"use_case":216,"icon_asset_id":217},"Liquidators and insolvency practitioners","Conveying assets to creditors or buyers during a formal wind-up process","persona-liquidator",{"title":219,"use_case":220,"icon_asset_id":221},"CFOs and finance directors","Ensuring balance-sheet assets are properly transferred and recorded before entity closure","persona-cfo",{"title":223,"use_case":224,"icon_asset_id":225},"Startup founders shutting down a venture","Distributing IP, equipment, and receivables to investors or co-founders","persona-startup-founder",[227,231,235,239,242,245,249],{"situation":228,"recommended_template":229,"slug":230},"Dissolving a corporation and distributing assets to shareholders","General Conveyance Agreement Wind Up","general-conveyance-agreement-wind-up-D333",{"situation":232,"recommended_template":233,"slug":234},"Transferring a specific piece of real property on dissolution","Deed of Conveyance","deed-of-conveyance-D12693",{"situation":236,"recommended_template":237,"slug":238},"Assigning intellectual property rights to a successor entity","IP Assignment Agreement","ip-sale-agreement-D964",{"situation":240,"recommended_template":102,"slug":241},"Selling business assets as a going concern to a third party","asset-purchase-agreement-D928",{"situation":243,"recommended_template":88,"slug":244},"Winding up a general partnership and distributing partner shares","partnership-dissolution-agreement-D901",{"situation":246,"recommended_template":247,"slug":248},"Transferring all liabilities and assets via merger or amalgamation","Merger Agreement","merger-agreement-D12659",{"situation":250,"recommended_template":118,"slug":251},"Assigning a specific contract to a successor or buyer","assignment-agreement-D12542",[253,256,259,262,265,268,271,274,277,280,283,286],{"term":254,"definition":255},"Conveyance","The legal act of transferring title or ownership of property from one party to another through a written instrument.",{"term":257,"definition":258},"Wind Up","The formal process of ceasing a business entity's operations, settling its obligations, and distributing remaining assets before dissolution.",{"term":260,"definition":261},"Transferor","The entity or person conveying ownership of assets — typically the dissolving business or its appointed liquidator.",{"term":263,"definition":264},"Transferee","The entity or person receiving ownership of the assets — a shareholder, creditor, partner, or successor entity.",{"term":266,"definition":267},"Consideration","The value exchanged for the transferred assets, which in a wind-up may be nominal ($1), a release of claims, or a pro-rata shareholder distribution.",{"term":269,"definition":270},"Schedule of Assets","An attached exhibit listing every asset being transferred, with descriptions, valuations, and any encumbrances or conditions attached.",{"term":272,"definition":273},"Representations and Warranties","Factual statements made by the transferor confirming ownership, the absence of undisclosed liens, and the accuracy of the asset schedule.",{"term":275,"definition":276},"Indemnification","A clause requiring one party to compensate the other for losses arising from breaches of the agreement's representations or from undisclosed liabilities.",{"term":278,"definition":279},"Conditions Precedent","Requirements that must be satisfied before the conveyance becomes effective — such as regulatory approval, creditor consent, or shareholder resolution.",{"term":281,"definition":282},"Dissolution","The legal termination of a business entity's existence, typically filed with the relevant government authority after the wind-up process is complete.",{"term":284,"definition":285},"Encumbrance","Any lien, mortgage, security interest, or claim attached to an asset that may affect the transferee's clean title upon conveyance.",{"term":287,"definition":288},"Pro Rata Distribution","Allocation of assets among shareholders or partners in proportion to their respective ownership percentages.",[290,295,300,305,310,314,319,323,328,333],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Parties and recitals","Identifies the transferor (the dissolving entity) and each transferee by full legal name, and states the background facts explaining why the conveyance is taking place.","This General Conveyance Agreement (the 'Agreement') is entered into as of [DATE] by and between [TRANSFEROR LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] in the process of winding up ('Transferor'), and [TRANSFEREE FULL NAME / ENTITY NAME] ('Transferee').","Using a trade name instead of the registered legal entity name for the transferor — if the dissolving entity's name on the agreement doesn't match the corporate registry, title transfer may be invalid.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Effective date and conditions precedent","States when the conveyance takes effect and lists any conditions — such as shareholder approval, creditor consent, or government filing — that must be satisfied first.","The transfer of assets contemplated herein shall become effective on [EFFECTIVE DATE] ('Effective Date'), subject to the satisfaction of the following conditions precedent: (a) approval by [SHAREHOLDERS / BOARD] by resolution dated [DATE]; (b) receipt of all required regulatory consents.","Setting an effective date without confirming all conditions precedent are met — if a required creditor consent is still pending, the conveyance may be void or voidable.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Description and schedule of conveyed assets","Sets out the full list of assets being transferred, typically in a Schedule A attached to the agreement, covering tangible property, receivables, contracts, IP, and goodwill.","Subject to the terms hereof, Transferor hereby conveys, assigns, and transfers to Transferee all right, title, and interest in and to the assets listed in Schedule A (the 'Transferred Assets'), including but not limited to equipment, inventory, intellectual property, accounts receivable, and contractual rights.","Using a vague 'all assets' description without an attached schedule — this creates disputes over what was actually transferred and can leave assets legally stranded inside the dissolved entity.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Excluded assets and retained liabilities","Explicitly lists any assets not being transferred and confirms which liabilities stay with the transferor or its estate rather than passing to the transferee.","Notwithstanding the foregoing, the following assets are expressly excluded from this conveyance: [EXCLUDED ASSET LIST]. Transferee does not assume any liabilities of Transferor except as expressly set out in Schedule B.","Failing to list excluded assets, which causes disputes when a transferee later claims an asset not intended for them was included in the general conveyance language.",{"name":266,"plain_english":311,"sample_language":312,"common_mistake":313},"States what the transferee provides in exchange for the assets — typically a nominal amount, a pro-rata shareholder distribution, or a release of claims against the transferor.","In consideration of the transfer of the Transferred Assets, Transferee agrees to pay Transferor the sum of [AMOUNT / $1.00] and/or the release of [DESCRIPTION OF CLAIMS], receipt of which is hereby acknowledged.","Omitting consideration entirely in a shareholder distribution context — courts and tax authorities in several jurisdictions require documented consideration, even if nominal, to give the transfer legal effect.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Representations and warranties of the transferor","The transferor confirms it has legal title to the assets, that no undisclosed liens or encumbrances exist, and that the asset schedule is accurate and complete.","Transferor represents and warrants that: (a) it has full legal authority to convey the Transferred Assets; (b) the Transferred Assets are free and clear of all liens, encumbrances, and security interests except as disclosed in Schedule C; (c) the information in Schedule A is true, accurate, and complete as of the Effective Date.","Including an 'as-is' disclaimer alongside representations and warranties — the two provisions contradict each other, creating ambiguity about the transferor's actual liability exposure.",{"name":275,"plain_english":320,"sample_language":321,"common_mistake":322},"Requires the transferor (or its principals) to indemnify the transferee for losses arising from breaches of representations, undisclosed liabilities, or third-party claims relating to pre-transfer events.","Transferor shall indemnify, defend, and hold harmless Transferee from and against any claims, losses, or expenses arising from (a) any breach of Transferor's representations and warranties; (b) any liability of Transferor not expressly assumed by Transferee; or (c) any third-party claim relating to the Transferred Assets arising prior to the Effective Date.","No survival clause on the indemnification — if indemnification obligations terminate with the agreement, the transferee has no recourse after closing for breaches discovered later.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Assignment of contracts and third-party consents","Addresses whether assigned contracts require counterparty consent, confirms that required consents have been obtained, and allocates responsibility if a consent is refused.","To the extent any Transferred Asset consists of a contractual right requiring third-party consent to assignment, Transferor shall use commercially reasonable efforts to obtain such consent prior to the Effective Date. If consent is not obtained, the relevant contract shall be excluded from Schedule A pending resolution.","Conveying contracts without checking assignment-restriction clauses in each contract — transferring a contract without required consent can trigger an automatic termination or breach claim from the counterparty.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Further assurances","Obliges both parties to execute any additional documents and take any further steps reasonably needed to complete the transfer and give full effect to the agreement.","Each party agrees to execute and deliver such additional documents, instruments, and agreements, and to take such further actions, as may be reasonably necessary or appropriate to carry out the purposes of this Agreement and to vest full title to the Transferred Assets in Transferee.","Omitting a further-assurances clause — without it, one party can refuse to execute a corrective document after closing if a title defect or missing assignment is discovered.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Governing law, dispute resolution, and execution","Specifies which jurisdiction's law governs the agreement, how disputes are resolved, and the signature block confirming authorized execution by both parties.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute arising hereunder shall be resolved by [binding arbitration / litigation] in [CITY / COURT]. This Agreement may be executed in counterparts, each of which shall constitute an original.","Choosing a governing law that has no connection to where the dissolving entity was incorporated or where its assets are located — courts may disregard a purely strategic governing-law choice in dissolution contexts.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Confirm the legal status of the dissolving entity","Before completing any fields, confirm that the transferor entity has passed a board or shareholder resolution authorizing the wind-up and the conveyance. Retrieve the exact registered legal name from the corporate registry.","Attach a certified copy of the dissolution or wind-up resolution as an exhibit — it validates the transferor's authority to convey and protects the transferee's title.",{"step":345,"title":346,"description":347,"tip":348},2,"Identify and name all transferees precisely","List each transferee's full legal name and, for entities, their jurisdiction of formation. For multiple transferees, specify whether they receive assets jointly, severally, or in defined proportions.","For pro-rata shareholder distributions, attach a current capitalization table showing each shareholder's percentage to anchor the allocation math.",{"step":350,"title":351,"description":352,"tip":353},3,"Build a complete Schedule A of transferred assets","List every asset being conveyed with a description specific enough to identify it — serial numbers for equipment, registration numbers for IP, ledger amounts for receivables. Include estimated fair market values.","Cross-reference the asset schedule against the company's most recent balance sheet so nothing is inadvertently omitted or double-counted.",{"step":355,"title":356,"description":357,"tip":358},4,"Draft Schedule B of excluded assets and assumed liabilities","Explicitly list any assets the transferee is not receiving and any liabilities the transferee is expressly assuming. Leave nothing to inference — ambiguity here produces the most common post-closing disputes.","If no liabilities are assumed, state 'Transferee assumes no liabilities of Transferor' in the body clause, not just in the schedule heading.",{"step":360,"title":361,"description":362,"tip":363},5,"State the consideration and obtain acknowledgment","Enter the agreed consideration — nominal amount, shareholder distribution value, or released claim — and include a receipt acknowledgment. Even a $1 nominal amount should be expressly stated and acknowledged.","In Canada and the UK, tax authorities may assess the conveyance at fair market value regardless of stated consideration — consult your accountant before signing.",{"step":365,"title":366,"description":367,"tip":368},6,"Complete the representations and warranties block","Review the asset schedule against lien registries (UCC filings in the US, PPSA in Canada) to confirm no undisclosed security interests exist. Update Schedule C with any permitted encumbrances.","Run a UCC or PPSA lien search against the transferor immediately before execution — security interests filed after the asset schedule was drafted will not appear otherwise.",{"step":370,"title":371,"description":372,"tip":373},7,"Obtain required third-party consents for assigned contracts","Review each contract in Schedule A for assignment-restriction clauses. Collect written consent from counterparties before the effective date or move restricted contracts to a pending exhibit.","Email confirmation of consent is legally sufficient in most jurisdictions, but a formal written consent letter is more defensible if a counterparty later disputes the assignment.",{"step":375,"title":376,"description":377,"tip":378},8,"Execute with authorized signatories and store the original","Have both parties sign with authorized signatories — confirm the signer's authority in the signature block (e.g., 'Director,' 'Liquidator,' 'Authorized Representative'). Retain a fully executed original for each party.","If the entity is already dissolved in its home registry at signing, the liquidator or receiver must sign — a director of a dissolved entity typically has no authority to bind it.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"No attached asset schedule","A conveyance of 'all assets' without a specific schedule leaves the scope of the transfer legally ambiguous. Courts and regulators require identifiable asset descriptions to recognize a valid transfer of title.","Always attach a Schedule A listing every asset with sufficient detail to identify it — serial numbers, registration numbers, ledger balances, and contract names.",{"mistake":385,"why_it_matters":386,"fix":387},"Executing after the entity is formally dissolved","Once a business entity is struck from the corporate registry, its directors typically lose authority to execute legal documents on its behalf. A conveyance signed by a dissolved entity's director may be void.","Execute the conveyance before the dissolution filing is submitted, or ensure a court-appointed liquidator with continuing authority signs on behalf of the dissolved estate.",{"mistake":389,"why_it_matters":390,"fix":391},"Transferring contracts without required counterparty consent","Most commercial contracts contain anti-assignment clauses. Conveying a contract without consent can trigger automatic termination or a breach claim from the counterparty, eliminating the asset's value immediately.","Review every contract for assignment restrictions before including it in Schedule A and obtain written consent from counterparties prior to the effective date.",{"mistake":393,"why_it_matters":394,"fix":395},"Omitting the indemnification survival clause","Without a survival clause, indemnification obligations may terminate when the agreement's initial term ends or when the transferor entity ceases to exist — leaving the transferee with no recourse for post-closing claims.","Include a survival provision stating that representations, warranties, and indemnification obligations survive the effective date for a defined period — typically 12 to 36 months.",{"mistake":397,"why_it_matters":398,"fix":399},"Ignoring tax consequences of the conveyance","Asset transfers on dissolution may trigger capital gains tax, GST/HST, VAT, or stamp duty depending on jurisdiction and asset type. Proceeding without tax advice can produce unexpected liabilities that exceed the asset's value.","Engage a tax advisor before finalizing the agreement to assess whether any elections, exemptions, or rollover provisions apply to the specific assets being conveyed.",{"mistake":401,"why_it_matters":402,"fix":403},"Using a single conveyance for assets in multiple jurisdictions","Real property and certain regulated assets (e.g., registered IP, vehicles, financial accounts) must be transferred using jurisdiction-specific instruments. A general conveyance alone will not pass legal title to these assets.","Use the General Conveyance Agreement for personal and intangible property, and prepare separate jurisdiction-specific instruments (deeds, IP assignment filings, vehicle title transfers) for assets requiring them.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is a general conveyance agreement wind up?","A general conveyance agreement wind up is a legal document used to formally transfer ownership of a dissolving business entity's assets to designated recipients — such as shareholders, creditors, or a successor entity — as part of the wind-up and dissolution process. It identifies the assets being transferred, the parties involved, the consideration paid, and the representations the transferor makes about clear title. Without it, asset ownership remains legally ambiguous after the entity is dissolved.\n",{"question":409,"answer":410},"When do you need a general conveyance agreement during a wind up?","You need one any time a business entity ceases operations and must formally transfer its remaining assets before dissolution is filed. This includes corporate dissolutions, partnership wind-ups, and holding-company liquidations where assets are being distributed to shareholders or transferred to a surviving entity. It is also used when a liquidator needs a recorded instrument to convey assets to creditors during an insolvency process.\n",{"question":412,"answer":413},"Is a general conveyance agreement legally binding?","Yes, a general conveyance agreement is generally enforceable when properly executed by parties with legal authority, supported by consideration, and specific enough to identify the assets being transferred. However, it does not pass legal title to assets that require jurisdiction-specific transfer instruments — such as real property, registered intellectual property, or titled vehicles. Consult a lawyer to confirm which assets require supplemental transfer documents in your jurisdiction.\n",{"question":415,"answer":416},"Does a general conveyance agreement need to be notarized?","Notarization is generally not required for a general conveyance agreement covering personal property, intangibles, and contractual rights. However, if the conveyance includes real property interests or is being filed with a government registry, notarization or witnessing requirements may apply depending on the jurisdiction. In the US, real-property deeds typically require notarization; in Canada, execution in the presence of a witness is commonly required.\n",{"question":418,"answer":419},"What is the difference between a general conveyance and an asset purchase agreement?","An asset purchase agreement transfers assets from a seller to an arms-length buyer for fair market value consideration, typically as a commercial transaction. A general conveyance agreement wind up transfers assets from a dissolving entity to its shareholders, partners, or creditors as part of a dissolution — often for nominal or no commercial consideration. The commercial intent, tax treatment, and due diligence requirements differ significantly between the two.\n",{"question":421,"answer":422},"What assets can be transferred with a general conveyance agreement?","A general conveyance agreement can transfer most categories of personal and intangible property — equipment, inventory, receivables, goodwill, software licenses, trade names, and contractual rights. It cannot, on its own, transfer registered intellectual property (patents, trademarks), real estate, titled vehicles, or regulated financial assets — each of these requires a separate jurisdiction-specific instrument filed with the relevant registry or authority.\n",{"question":424,"answer":425},"Who has authority to sign a general conveyance agreement on behalf of a dissolving entity?","The authorized signatory depends on the stage of dissolution. Before formal dissolution is filed, a director or authorized officer of the entity can sign. Once the entity is struck from the registry, a court-appointed liquidator or receiver typically holds authority. Signing in a director capacity for an already-dissolved entity may produce a void agreement — confirm the entity's legal status before execution.\n",{"question":427,"answer":428},"Do I need a lawyer to complete a general conveyance agreement wind up?","For straightforward dissolutions involving simple asset distributions to known shareholders, a high-quality template is a practical starting point. Legal review is strongly recommended when the dissolving entity has outstanding creditors, registered IP, real property, contracted third-party relationships with assignment restrictions, or cross-border assets. The cost of a review — typically $500 to $1,500 — is small relative to the title and liability risks of a defective conveyance.\n",{"question":430,"answer":431},"What tax implications arise from a general conveyance on wind up?","Tax consequences vary by jurisdiction and asset type. In the US, a liquidating distribution may trigger capital gains at the shareholder level; the entity may also recognize gain on appreciated assets distributed. In Canada, a tax-deferred rollover may be available under Section 85 of the Income Tax Act. In the UK and EU, VAT or stamp duty may apply to certain asset transfers. Always engage a tax advisor before executing a conveyance to assess available elections and avoid unexpected liabilities.\n",[433,437,441,445,449,453],{"industry":434,"icon_asset_id":435,"specifics":436},"Technology / SaaS","industry-saas","IP assignment of software, source code, domain names, and SaaS customer contracts to a successor entity or investor requires separate IP transfer filings alongside the general conveyance.",{"industry":438,"icon_asset_id":439,"specifics":440},"Professional Services","industry-professional-services","Client contract assignment restrictions and professional licensing obligations mean many conveyances require client consent and regulatory notification before transferred rights become effective.",{"industry":442,"icon_asset_id":443,"specifics":444},"Manufacturing","industry-manufacturing","Equipment, inventory, and supplier contracts dominate the asset schedule; UCC or PPSA lien searches against all physical assets are essential before execution to confirm clean title.",{"industry":446,"icon_asset_id":447,"specifics":448},"Real Estate and Construction","industry-real-estate","Property interests cannot be transferred by general conveyance alone — separate deeds and land registry filings are required; the conveyance covers only leasehold rights, receivables, and equipment.",{"industry":450,"icon_asset_id":451,"specifics":452},"Retail / E-commerce","industry-retail","Inventory valuation at wind-up, assignment of supplier agreements, and transfer of e-commerce platform accounts and customer data require careful scheduling and platform-specific consent processes.",{"industry":454,"icon_asset_id":455,"specifics":456},"Financial Services","industry-fintech","Regulatory approval from financial authorities (SEC, FCA, OSFI) is typically a condition precedent before any asset conveyance can take effect for a licensed financial entity.",[458,461,464,467],{"vs":102,"vs_template_id":459,"summary":460},"asset-purchase-agreement-D13214","An asset purchase agreement is a commercial transaction between a seller and an arms-length buyer exchanging assets for fair market value. A general conveyance agreement wind up transfers assets from a dissolving entity to its own shareholders, creditors, or a successor — often for nominal consideration. Due diligence obligations, pricing mechanics, and tax treatment differ fundamentally between the two instruments.",{"vs":88,"vs_template_id":462,"summary":463},"dissolution-of-partnership-D344","A partnership dissolution agreement governs the process of terminating a partnership relationship — settling accounts, allocating final profits and losses, and specifying how assets will be divided among partners. A general conveyance agreement is the transfer instrument that actually moves title to those assets once the allocation is decided. In a partnership wind-up, both documents are typically needed.",{"vs":118,"vs_template_id":465,"summary":466},"assignment-agreement-D13230","An assignment agreement transfers a single specific right or contract from one party to another. A general conveyance agreement wind up covers the entire remaining asset base of a dissolving entity — all classes of property — in a single instrument with supporting schedules. Use an assignment agreement for individual contract transfers; use the general conveyance for comprehensive dissolution asset transfers.",{"vs":134,"vs_template_id":468,"summary":469},"bill-of-sale-D13201","A bill of sale documents the transfer of specific personal property — typically goods or equipment — for a stated purchase price. It is appropriate for individual asset sales. A general conveyance agreement wind up covers the full range of a business's assets (tangible, intangible, and contractual) and includes representations, warranties, indemnification, and conditions precedent that a simple bill of sale does not address.",{"use_template":471,"template_plus_review":475,"custom_drafted":479},{"best_for":472,"cost":473,"time":474},"Simple dissolutions with no outstanding creditors, no registered IP, and straightforward shareholder distributions in a single jurisdiction","Free","1–3 hours",{"best_for":476,"cost":477,"time":478},"Dissolutions involving assigned contracts, IP, multiple asset classes, or shareholders in more than one jurisdiction","$500–$1,500","3–7 days",{"best_for":480,"cost":481,"time":482},"Complex wind-ups with creditor negotiations, cross-border assets, regulatory approvals, or insolvency proceedings","$2,500–$10,000+","2–8 weeks",[484,489,494,499],{"code":485,"name":486,"flag_asset_id":487,"note":488},"us","United States","flag-us","State corporate law governs dissolution procedures — most states require a board and shareholder resolution authorizing wind-up before any asset transfer. UCC Article 9 lien searches are essential to confirm no security interests attach to personal property. Liquidating distributions may trigger corporate-level gain recognition under Section 336 of the Internal Revenue Code; shareholders recognize capital gain under Section 331. Some states impose a waiting period for creditor claims before asset distribution.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"ca","Canada","flag-ca","Federal and provincial corporations acts require directors to confirm solvency before distributing assets to shareholders. A tax-deferred rollover under Section 85 of the Income Tax Act may be available for transfers to a Canadian corporation. PPSA lien searches against personal property assets are required in each relevant province. Quebec dissolutions follow the Civil Code, which has distinct conveyance formality requirements compared to common-law provinces.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"uk","United Kingdom","flag-uk","Voluntary strike-off under the Companies Act 2006 requires that the company has not traded or changed its name in the preceding three months; assets not formally conveyed before dissolution become bona vacantia (crown property). Liquidators appointed under an MVL (Members' Voluntary Liquidation) have statutory authority to execute conveyances on behalf of the company. Stamp Duty Land Tax applies to transfers of real property; other asset classes are generally exempt.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"eu","European Union","flag-eu","Dissolution and liquidation rules vary significantly by member state — Germany, France, and the Netherlands each impose distinct liquidation periods and creditor-notification requirements before assets may be distributed. VAT may apply to asset transfers depending on whether the transaction qualifies as a transfer of a going concern (TOGC) under local VAT legislation. Cross-border conveyances within the EU may also trigger asset-registration requirements in the destination member state.",[244,241,251,505,506,507,508,509,510,511,512,513],"bill-of-sale-D1229","adhesion-to-the-unanimous-shareholder-agreement-D848","non-disclosure-agreement-nda-D12692","indemnification-agreement-D13016","certificate-of-corporate-resolution-D3","letter-of-intent_acquisition-of-business-D5197","promissory-note-D434","release-of-liability-waiver-D12892","general-power-of-attorney-D1037",{"emit_how_to":194,"emit_defined_term":194},{"primary_folder":96,"secondary_folder":516,"document_type":517,"industry":518,"business_stage":519,"tags":520,"confidence":525},"transfers-terminations-and-releases","agreement","general","exit",[519,521,522,523,524],"asset-transfer","business-dissolution","wind-up","conveyance",0.95,"\u003Ch2>What is a General Conveyance Agreement Wind Up?\u003C/h2>\n\u003Cp>A \u003Cstrong>General Conveyance Agreement Wind Up\u003C/strong> is a legally binding document that formally transfers ownership of a dissolving business entity's assets — including equipment, inventory, receivables, intellectual property, and contractual rights — to designated recipients such as shareholders, creditors, or a successor entity. It functions as the authoritative transfer instrument in the wind-up process, creating a written record of exactly which assets moved, to whom, for what consideration, and under what conditions. Without it, asset ownership remains legally ambiguous after the entity is struck from the corporate registry, potentially leaving title stranded and triggering disputes among shareholders, creditors, or tax authorities.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>When a business dissolves without a properly executed conveyance agreement, its assets do not automatically transfer to anyone — in many jurisdictions, unclaimed assets become government property (bona vacantia) or remain subject to creditor claims indefinitely. The consequences of skipping this step are concrete: shareholders may be unable to prove ownership of distributed assets, tax authorities may assess the transfer at values you cannot dispute, and counterparties to assigned contracts may challenge the validity of the transfer entirely. A properly completed General Conveyance Agreement Wind Up, executed before the dissolution filing, closes every one of these gaps — documenting title, consideration, representations, and conditions in a single enforceable instrument that protects all parties long after the entity ceases to exist.\u003C/p>\n",1778773566624]