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Dissolution Agreement
I need a dissolution agreement to formally terminate a business partnership between two parties, ensuring the equitable distribution of assets and liabilities, and addressing any outstanding obligations. The agreement should include confidentiality clauses, a timeline for the dissolution process, and provisions for dispute resolution.
What is a Dissolution Agreement?
A Dissolution Agreement formally ends a business relationship or partnership in Malaysia, spelling out how assets will be divided, debts settled, and responsibilities wrapped up. It's commonly used when business partners decide to go their separate ways or when companies need to close down operations legally and cleanly.
Under Malaysian company law, this agreement helps prevent future disputes by clearly documenting each party's exit terms, including the transfer of property rights, handling of confidential information, and any ongoing obligations. It works alongside the Companies Act 2016 requirements and must be properly filed with the Companies Commission of Malaysia (SSM) as part of the dissolution process.
When should you use a Dissolution Agreement?
Consider using a Dissolution Agreement when you're ready to end a business partnership or close down a company in Malaysia. This becomes essential during amicable separations, when partners have different visions for the future, or when retirement or succession planning requires a formal business wind-down.
The agreement proves particularly valuable when dealing with complex asset divisions, intellectual property rights, or ongoing contractual obligations. It helps prevent costly disputes by documenting the exact terms of separation upfront. Malaysian businesses often need this when restructuring operations, selling ownership stakes, or complying with SSM requirements for company closure.
What are the different types of Dissolution Agreement?
- Business Dissolution Agreement: Used for ending general business partnerships, covering asset division, debt settlement, and client transition arrangements
- Joint Venture Dissolution Agreement: Specifically designed for terminating JV relationships, addressing shared intellectual property and market territories
- Contract Dissolution Agreement: Focuses on terminating specific business contracts before their natural expiration, including service agreements and supply contracts
Who should typically use a Dissolution Agreement?
- Business Partners: Primary parties who initiate and sign the Dissolution Agreement when ending their business relationship or partnership
- Company Directors: Responsible for executing the agreement when dissolving private limited companies (Sdn Bhd) in Malaysia
- Corporate Lawyers: Draft and review the agreement to ensure compliance with Malaysian law and protect clients' interests
- Company Secretary: Handles filing requirements with SSM and maintains proper documentation of the dissolution process
- Accountants: Assist in financial settlements, asset distribution, and tax implications of the business dissolution
How do you write a Dissolution Agreement?
- Company Details: Gather registration numbers, business addresses, and official names of all parties involved
- Asset Inventory: List all shared assets, property, intellectual property rights, and their agreed values
- Financial Records: Compile statements, outstanding debts, shared liabilities, and payment obligations
- Stakeholder Information: Document all partners, shareholders, and their respective ownership percentages
- Timeline Planning: Set clear dates for asset transfer, final settlements, and official dissolution with SSM
- Document Generation: Use our platform to create a legally compliant agreement that includes all mandatory elements under Malaysian law
What should be included in a Dissolution Agreement?
- Party Information: Full legal names, registration numbers, and addresses of all involved entities
- Dissolution Terms: Clear statement of mutual agreement to dissolve and effective date
- Asset Distribution: Detailed plan for dividing company assets, properties, and intellectual property
- Liability Settlement: Allocation of debts, ongoing obligations, and payment responsibilities
- Confidentiality: Terms for handling sensitive business information post-dissolution
- Governing Law: Explicit reference to Malaysian law and jurisdiction
- Signatures: Space for all parties' authorized signatures with witness provisions
What's the difference between a Dissolution Agreement and a Business Acquisition Agreement?
A Dissolution Agreement differs significantly from a Business Acquisition Agreement in Malaysian business law. While both involve significant business changes, their purposes and outcomes are quite different.
- Primary Purpose: Dissolution Agreements end a business relationship completely, while Business Acquisition Agreements transfer ownership while maintaining the business as a going concern
- Asset Treatment: Dissolution involves distributing assets among partners and closing operations, whereas acquisition focuses on transferring assets to new ownership intact
- Timeline Impact: Dissolution leads to business closure and SSM deregistration, while acquisition continues business operations under new ownership
- Stakeholder Effects: Dissolution terminates all business relationships, but acquisition often maintains existing contracts, employees, and business relationships
- Legal Requirements: Dissolution needs specific SSM wind-down procedures, while acquisition focuses on ownership transfer compliance and business continuity
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