india business lessons - partnership

8/6/2019 India Business Lessons - Partnership

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Deepak Pareek

PARTNERSHIP INDIA BUSINESS LESSONS



2 | P a g e www.focusindiagroup.in

INDIA BUSINESS LESSONS

P ARTNERSHIP

D EFINITION

A Partnership is defined by the Indian Partnership Act, 1932, as “therelations between persons who have agreed to share profits of thebusiness carried on by all are any of them acting for all”. This Definition gives three minimum requirements to constitute a Partnership, i.e.:

There must be an agreement entered into orally or in writing by thepersons who desire to form a Partnership,

The object of the agreement must be to share the profits of business intended to be carried on by the Partnership, and

The business must be carried on by all the partners or any of themacting for all of them.

A GREEMENT OF P ARTNERSHIP

A Partnership is constructed by an agreement between the partners. Theagreement may be in writing or oral. But from the practical point of viewand particularly in view of the provisions of other Acts such as the IncomeTax as well as Partnership Act an oral Partnership is not practicable, andtherefore, a Partnership agreement is necessarily required to be inwriting. Therefore, the mere fact that two persons as joint owners eitheras heirs or legatees are carrying on a business does not necessarily meanthat they are partners and it they want to carry on the business in

Partnership, then a Partnership agreement in writing becomes necessary.

P ERIOD OF P ARTNERSHIP

A Partnership can be for a fixed period of time or it may be limited to aparticular adventure as provided in Section 8 or it may be for duration atthe will of the partners. Where the period of the Partnership is not fixedand the Partnership is not for a particular adventure then under Section 7of the Act the Partnership shall be deemed to be a Partnership at will.




R IGHTS AND D UTIES OF P ARTNERS

Section 9 and 10 of the Act lay down the basic duties of every partner andthe said duties are not subject to any contract on the contrary. Therefore,partners are bound to carry on the business of the firm to the greatestcommon advantage, to be just and faithful to each other and renderaccounts and full information of all things affecting the firm to any partneror his legal representative and every partner is bound to indemnify thefirm for any loss caused to it by fraud in the conduct of the business of the firm.

Subject to this the mutual rights and duties of the partner may be decidedby contract between the partner either express or implied.

Subject to any contrary to the contrary such duties and rights of eachpartner or provided in Sections 12 and 13 of the Partnership Act. Theyare:

Every partner has a right to take part in the contact of the business, Every partner is bound to attend diligently to his duties in the

contact of business, Any difference arising as to ordinary matters connected with the

business may be decided by a majority of partner and no change inthe nature of the business shall be made without the consent of allthe partners,

Every partner has as a right to have access to and to inspect andcopy any books of the firm,

A partner is not entitled to receive remuneration for taking part inthe conduct of the business,

The partners are entitled to share equally the profits earned andshall contribute equally to the losses sustained by the firm,

Where the partners is entitled to interest on the capital subscribed

by them, such interest shall be payable only out of the profits, A partner making, for the purpose of the business, any payment oradvance being the amount of capital he has agreed to subscribed, isentitled to interest thereon at the rate of 6% P.A,

The firm shall indemnify a partner in respect of payment made andliabilities incurred by them,

o in the ordinary and proper course of conduct of the businessand

o in doing such act in an emergency, for the purpose of

protecting the firm from any loss, as would be done by aperson of ordinary prudence, under similar circumstances




o The partners shall indemnify the firm from any loss causeddue to his willful neglect in the conduct of the business of thefirm. This rights and duties will be implied in the Partnership,unless the Partnership agreement provides to the contrary

i.e., makes any variation in the said rights and duties.Similarly, subject to a contract to the contrary, if any partnersderives any profit for himself from any transaction of the firmor from the use of the property or business connection withthe firm or the firm name is liable to contact for the benefitand pay it to the firm, and if the partner carries a business of the same nature as and competing with that of the firm, heshall account for and pay to the firm all profits made by himin that business.

P ROPERTY OF P ARTNERSHIP

The property of a Partnership firm will consist of all the assets, movableand immovable brought in by any or all the partners into the firm andalso include the goodwill.

It may be stated that relaying upon the specific provision of Section 22 of the English Partnership Act, 1890, the Supreme Court has held that allthe property of a Partnership firm, whether, movable or immovable ismovable property, and therefore, on retirement of any partner ordissolution Partnership the division of even immovable property amongthe partners does not amount to transfer of property and the deed of retirement or dissolution does not require registration. The SupremeCourt has not considered the law of vesting and divesting of interest in animmovable property. A property required by A by purchase or otherwisehis vested in him and even if A brings that property into Partnership andit is used for the Partnership business, the property is not automaticallydivested from A and vests in A and his other partners.

Vesting and divesting can take effect only by act of parties or byoperation of law. And, therefore, the property brought in by A cannotbecome vested in the other partners unless there is a regular transfer of the property by A to himself and other partners. Similarly if possiblevested in the partners is divided, among them, it amounts to transfer of one partner‟s interest to the other, and such transfer is necessary to vestand divest the title from one to the other.




C APITAL OF A FIRM

A Partnership firm may or may not have any capital in the form of moneyor any other property. It is also not necessary that each partner mustcontribute to the capital of the firm if any. It is a matter of agreementbetween the parties by which they can regulate their relations and rightstowards the capital.

Capital of a firm is however different from the assets of a firm. Capital isthe initial amount in cash or kind brought in by one or more or allpartners to start the business. It is also distinct from the loan advancedby any partner. The propionate share of each partner in the capital maynot also be the same or equal to their shares in the profits and losses of

the firm. On dissolution the capital contributed by a partner is refundableto him subject to payment of all debts and liabilities [section 48 (b) (iii) of the act]. Therefore it is necessary to provide specifically about the capitalcontribution to be made by each partner.

R ETIREMENT OF A P ARTNER

Under the Partnership Act no person can be admitted into Partnershipwithout the consent of the other partner or partners unless there is anycontrary to the contract (s. 31). Any partner may, with the consent of allthe other partners or in terms of the deed of Partnership where thePartnership is at will, by giving notice in writing to all other partners, tothat effect, dissolve the Partnership or retire from Partnership. A retiringpartner, however, continues to be liable to third parties even if theliability is taken over by the remaining partners (S 32).

Therefore in a deed of retirement it is necessary to provide that in theevent of the retiring partner being held liable by a third party, the

remaining partners shall indemnify him to that extent, when the liabilitiesare taken over by the remaining partners. Insolvency of a partner alsocauses compulsory retirement of an insolvent partner (S. 35). It is,therefore, generally provided in a deed of Partnership when there aremore than two partners that the insolvency of any partner will notdissolve the Partnership. If a partner retires, unless there is contract tothe contrary, the retiring partner cannot use the firm name, representhimself as carrying on the business of the firm or solicit the customers of the Firm (S. 36).




Therefore, in a deed of retirement it is generally not necessary to makeexplicit that the retiring partner shall not do any of these things.However, if a Partner is to be restrained from carrying on similar businessfor a specified period or in a specified area, such condition can be

provided in the deed of retirement and it is legal (S 36 (2)).

D ISSOLUTION

The Act also provides that a Partnership firm may be dissolved under thefollowing circumstances namely

(a) as a result of any agreement between all the partners(b) by adjudication of all the partners or all partners but one as

insolvent, or(c) by the happening of an event which makes it unlawful for the

business of the firm to be carried on in Partnership or(d) subject to agreement between the parties, on the happening of

any of the following events such as(i) efflux of time(ii) completion of the adventure(iii) death of a partner(iv) insolvency of a partner

In these last four cases the Partnership agreement may provide events.Even if the deed provides that the Partnership will not be dissolved on thedeath or insolvency of a partner, it does not mean that on the death orinsolvency of a partner he ceases to have interest in the Partnershipproperty.

In such cases his interest in the Partnership property will survive to hisheirs in case of his death and to his assignees in case of insolvency. Inthe absence of a term in the deed of Partnership to that effect, it cannot

be that, the Partnership shall continue, and notwithstanding the death of a partner it will operate to extinguish his proprietary rights in the assetsof the Firm.

A Partnership can also be dissolved by the Court under the circumstancesmentioned in Section 44 of the Act. Where the Partnership is „at will‟ thePartnership can be dissolved by any partner or partners giving noticehis/their intention to dissolve the firm.




T YPES OF P ARTNERSHIP

The result of this summary of the Act is that a Partnership is generallycreated by agreement between the Partners.

A Partnership can be formed between

(i) one or more individuals(ii) an individual and a person representing a HUF(iii) an individual and other partner representing his firm(iv) a Limited Company/Corporation and an Individual/ Partnership

firm(v) two Partnership firms(vi) a Partnership firm and HUF

(vii) members of HUF in their individual and independent capacity(viii) a HUF and a member of that HUF independently

P ARTNERSHIP UNDER C OMPANIES A CT

Section 11 of the Companies Act, 1956, provides that the number of partners in a firm shall not exceed 20, and a Partnership firm having morethan 20 persons will be illegal.

When there is Partnership firm between two firms all the partners of eachfirm will be taken into account for the purpose of these provisions but if aPartnership is between the Kartha or any member of HUF on the one handand another individual or individuals on the other, the members of the

joint family will not be taken into account. Applicant Hindu Undividedfamily carrying on business as such, not being a Partnership the numberof the members of the family are more than 20. But where two or moreHindu Undivided Families are carrying on business in Partnership thenumber of the members of those families except minors will be taken into

account for the purpose of section 11 of the Companies Act.

P ARTNERSHIP UNDER I NCOME T AX A CT

A Partnership to be recognized for the purpose of Income Tax liability of the partners and their firm is required to comply with certain provisions of the Income Tax Act. While therefore drafting a deed of Partnership theprovisions of the Act are required to be taken into account.




R EGISTRATION OF P ARTNERSHIP

A Partnership firm is required to be registered under section 58 and 59 of the Partnership Act, though it is not compulsory. Every change in theconstitution of a Partnership is also required to be registered. But if it isnot registered, then there are certain handicaps stated in section 69 of the Act, the main handicap being that a Partnership firm or its partnercannot file a suit against a third party. For the purpose of Income taxbenefits it is necessary to register a Partnership with the Departmentunder S. 184 and 185 of the Income Tax Act, 1961. But once a firm isregistered then it is not necessary to register it again if there is anychange in the constitution of the firm by adding a partner or omission of apartner by death or resignation.

S TAMP D UTY

On a Deed of Partnership the stamp duty under the Indian Stamp Act is afixed one. Article 45 of the Indian Partnership Act, Article 47 inMaharashtra and Article 44 in Gujarat of Bombay Stamp Act speaks aboutduty payable for registration. The stamp duty is payable on a deed of retirement or a deed of dissolution under the same Articles. But in

Maharashtra, and Gujarat if the deed of retirement or deed of dissolutionaffects any transfer of an immovable property, it will attract stamp dutyas on a conveyance on the market value of the property.

R EGISTRATION

A Partnership deed is not required to be registered under the RegistrationAct even if an immoveable property is brought in the firm. Similarly, adeed of retirement or a deed of dissolution is not required to beregistered. According to Supreme Court, a division of even immoveableproperties on dissolution is not required to be registered as it does notamount to a transfer. The correctness of this view is doubtful and it isdesirable to get such a deed of dissolution or retirement registered for thesake of caution or safety.




SAMPLE - PARTNERSHIP DEED

ON J UDICIAL S TAMP P APER This Partnership deed between partners is made and entered into at CITY on this Date of Partnership between,

PARTNER A , residing at Address of PARTNER A . hereinafter referred to asparty of the first part.

PARTNER B , residing at Address of PARTNER B . hereinafter referred to asparty of the second part.

WHEREAS the parties have proposed to commence & carry on businessin partnership on the following terms & conditions & have propose toexecute this deed.

Now this deed witnessed and it is hereby agreed by and betweenthe parties hereto as under:

1. NAME OF THE PARNERSHIP

The business of the partnership shall continue to be carried on in

the name and style of M/S NAME of PARTNERSHIP FIRM or suchother name or names as the parties hereto may declare from timeto time.

2. PLACE OF BUSINESS

The principal place of business of the partnership shall be atAddress of PARTNERSHIP FIRM or at such other place or places asthe parties hereto may decide from time to time.

3. NATURE OF BUSINESSThe business of partnership shall be to deal to provide Businessadvisory, Management consultancy, Trade facilitation, Financialconsultancy and other related Services and such other business of businesses as may be mutually agreed upon from time to time bythe partners.

4. DATE OF COMMENCEMENT AND DURATION

That the new partnership business will be effective from Date of Partnership and continue for the period at will of the partners.




5. CAPITAL

The fixed capital of the business of the partnership will be Rs. InitialCapital at present. The further capital required will be contributedby the parties hereto as and when called, in such manner and insuch proportion as the parties hereto may from time to timemutually agrees upon.

6. INTEREST ON CAPITAL CONTRIBUTED

The funds required for the purpose of the partnership business shallbe contributed or arranged by the partners in such manner as maybe mutually agreed upon. Interest at the rate of 12 % p.a. or suchother rate as may be prescribed under section 40(b) (iv) of the

income tax act, 1961 or any other applicable provision as may be inforce for the relevant accounting period shall be payable by thepartnership on the amount standing to the credit of the capital and

/or current or loan account or all the accounts of the partners. If there is any debit balance in the account of the partners, interest atthe above rate shall be payable by him/her. The partners shall be atliberty to increase or decrease the above rate of interest by mutualconsent from time to time.

7. SHAREThe net profit or loss of the partnership business as per the accountmaintained by the partners after deduction of all expenses relatingto activities of the partnership including rent, salaries and theestablishment expenses as well as interest and remunerationpayable to the partners with this deed of partnership or anysupplementary deed may be executed by the partners shall bedivided and distributed amongst the partners in the followingproportion.

Sr. No. Name of Partner Share in Profit Share in Loss

1. PARTNER A 51% 95%

2. PARTNER B 49% 05%

TOTAL 100% 100%




8. WORKING PARTNER

That all the partners have decided to take active part into the dayto day activities of the partnership firm for the common benefit of partnership.

9. SALARY/COMMISSION TO WORKING PARTNER

Both the partners in the partnership have agreed to attend affairs of the business of the partnership as working partners. It is herebyagreed that in consideration of the services so rendered, they shallbe paid yearly remuneration at the following scales in the year inwhich there is book-profit as defined in Explanation 3 of section40(b) of the income tax act, 1961.

The yearly remuneration shall be calculated as percentage of “bookprofit” as defined in Explanation 3 of Section 40(b) of the Incometax Act, 1961 for each accounting period as under or any otherapplicable provision as may be in force for the relevant accountingperiod.

After payment of interest on capital to partners if there is bookprofit available, the remuneration payable to the working partnersshall be as under:

Sr. No. Book Profit Remuneration

a) In respect of book profitupto Rs.300000/-

90% or Rs. 150000/- whicheveris higher

b) In respect of balance of book profit.

60% of the balance book profit

Above remuneration will be paid to the working partners in the

following proportion:

Sr.No Name of Partner Remuneration in percentage

1. PARTNER A 25%

2. PARTNER B 75%

TOTAL 100%




i.) The yearly remuneration payable to the partners as above shallaccrue and be credited to their respective accounts at the close of the accounting period when final accounts of partnership are made-up.

ii.) The partners shall be entitle to increase/decrease or not to pay theremuneration and/or may agree to pay remuneration to any otherpartner or partners.

iii.) The said partners shall be entitle to draw the above yearlyremuneration only after the end of the relevant accounting period.However, nothing herein contained shall preclude any of the saidpartners from withdrawing any amount against the amount standingto their capital accounts and/or current or loan accounts or theshare of profit for the relevant accounting period in such manner asmay be decided by the partners by mutual consent. In casepartners withdraw any amount during the year, the same shall beall towards capital account or in case of over drawn the same shallbe considered as loan.

10. BANKERS

The accounts of the partnership firm shall be kept in any scheduleor such other banks as the partners agreed upon from time to timeand it shall be operated by such one or more than one partner or allor any of the partners or constituted attorney of the firm in thefirm‟s name.

11. BORROWINGS

The partnership firm may borrow from time to time from persons,firms, companies or banks such moneys as may be required for thepurpose of the business, as deposit or loans at an agreed rate of interest. The same shall be with the mutual consent of all thepartners only.

The partners shall have to sign on behalf of the partnership firm on

any documents, papers of hypothecation, mortgage of the propertyof the firm for the purpose of borrowing for the firm.

And for that to do any documents, agreements or thing to give anyguarantee on behalf of the firm in case of mutual consent forborrowing.

AND for the said purpose to execute memorandum of EquitableMortgage, Deed of mortgage and all other documents as requiredby the mortgage for creating charge over the property of the firm

and pledge the documents so executed with the sub-registrarappear before him and admit execution thereof.




12. ACCOUNT BOOKS

That all the books of account shall be kept at the place of businessof the firm and shall not be removed from that place without theconsent of all the partners and also they shall be open for inspectionin usual working time by the partners who shall be entitled to takeextract or copies thereof.

13. ACCOUNTING YEAR

The first accounting year will be from Date of Partnership to 31stMarch 2012. The annual accounts shall be taken on 31st March eachyear.

14.

RETIREMENTAny partner may retire from partnership by giving to the otherpartners at least three months‟ notice in writing of his intention toretire from the partnership and upon expire of the period of suchnotice the said partner shall be considered as retired from thepartnership.

15. CHANGE OF PARTNERSHIP

The retirement, death or insolvency of any partner or admission of new partner shall not dissolve the partnership notwithstandinganything contained to the contrary but the partnership shall becontinued as to the other partners.

That notwithstanding anything contained in the Partnership Act, it ishereby mutually agreed to by and between the parties that in caseof death of any one or more partner, the parties that in case of death of any one or more partners, the firm shall not be dissolvedbut shall be continue to be carried on by and between the surviving

partners and legal heirs and/or representatives of deceasedpartners, as a continuing concern, on the same terms andconditions as may be agreed to by and between them from time totime.

It is hereby further clarified that it shall be deemed as change inconstitution and not succession.

16. GOODWILL

No partner to this partnership or the heir and executor of deceasedpartners shall have any right of goodwill.




17. OBLIGATION OF PARTNERS

Each partner shall:

(1) Punctually pay his debts to the firms and firm‟s partners for

the assets of the firm and all expenses on account thereof.(2) Forthwith pay all money, cheques and negotiable instrumentsreceived by him on account of the firm to the said bankers tofirm‟s account.

That no partner shall without the previous consent in writing of theother partners assign, transfer or mortgage his/her shares orinterest in the partnership or introduce any other person as or doany things, acts, deed which are not in the interest of the firm.

18. ARBITRATION

If any dispute shall arise between the parties hereto in respect of the conduct of the business of the partnership or in respect of interpretation, operation or enforcement of any or the terms andconditions of this deed or in respect of any other matter, cause orthing whatsoever not herein otherwise provided for the same shallbe referred for adjudication to the Arbitration subject to theprovisions of the Indian Arbitration Act, 1940 or any statutorymodification or re-enactment thereof for the time being in forcewhose decision shall be binding on the parties and their legal

representatives.

19. CHANGE OF CLAUSE OR CONDITION

Any clause or clauses or any condition of this partnership deed maybe changes at any time by mutual consent of all the partners .

IN WITNESS WHEREOF the parties hereto have here unto set andsubscribed their respective hands the day and year herein above written.

SIGNED AND DELIVERED

by the within named

1. PARTNER A __________________________ 2. PARTNER B __________________________

IN THE PRESENCE OF

1. _____________________

2. _____________________



THE INDIAN PARTNERSHIP

ACT 1932.CONTENTS

CHAPTER- I

PRELIMINARY

Sections Pages

1. Short title, extent and commencement 1

2. Definitions 13 Application of provisions of Act 9 of 1872 1

CHAPTER - IITHE NATURE OF PARTNERSHIP

4. Definition of " Partnership", "Partner", "Firm" and "firmname".. 1

5. Partnership not created by status 16. Mode of determining existence of partnership 27. Partnership at will 28. Particular partnership 2

CHAPTER - IIIRELATIONS OF PARTNERS TO ONE ANOTHER

9. General duties of partners 210. Duty to indemnify for loss caused by fraud 211. Determination of rights and duties of partners by

contract between the partners. 212. The conduct of the business 313. Mutual rights and liabilities 314. The property of the firm. 3.15. Application of the property of the firm 3.16. Personal profits named by partners 417. Rights and duties of partners 4

CHAPTER - IVRELATION OF PARTNERS TO THIRD PARTIES

18. Partners to be agent of the firms 419. Implied authority of partner as agent of the firm 4

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ii The Indian Partnership Act, 1932 Contents_

20. Extension and restriction of partner's implied 5authority.21. Partner's authority in an emergency 522. Mode of doing act to bind firm 523. Effect of admissions by a partner 524 Effect of notice to acting partner 525. Liability of a partner for acts of the firm 526. Liability of the firm for wrongful acts of a partner. 527. Liability of firm for misapplication by partners 528. Holding out 529. Rights of transferee of a partner's interest 530. Minors admitted to the benefits of partnership.

CHAPTER - VINCOMING AND OUTGOING PARTNERS.

31. Introduction of a partner 732. Retirement of a partner 733. Expulsion of a partner 734. Insolvency a partner 735. Liability of estate of deceased partner 836. Rights of outgoing partner to carry on competing business 837. Right of outgoing partner in certain cases to share

subsequent profits 838. Revocation of continuing guarantee by change in firm 8

CHAPTER -VIDISSOLUTIONOF A FIRM

39. Dissolution of firm 840 Dissolution by agreement 841. Compulsory dissolution 842. Dissolution on the happening of certain contingencies 943. Dissolution by notice of partnership at will 944. Dissolution by the45. Liability for acts of partners done after dissolution 1046. Right of partners to have business wound up after 10

dissolution.47. Continuing authority of partners for purposes of winding up 1048. Mode of settlement of accounts between partners 1049. Payment of firm debts and of separate debts. 1150. Personal profits earned after dissolution 11




iii The Indian Partnership Act, 1932 Contents_

51. Return of premium on premature dissolution 1152. Rights where partnership contract is rescinded for fraudor misrepresentation 11

53. Rights to restrain from use of firm name or firm property 1154. Agreements in restraint of trade 1255. Sale of good will after dissolution 12

CHAPTER - VIIREGISTRATION OF FIRMS

56. Power to exempt from application of this Chapter 1257. Appointment of Registrar 12.58. Application of registration 1259. Registration 1360. Recording of alterations in firm name and principal 13

place of business.61. Noting of closing and opening of branches 1362. Noting of changes in names and addresses of partners 1363. Recording of changes in and dissolution of a firm 1364. Rectification of mistakes 1465. Amendment of Register by order of court 1466. Inspection of Register and filed documents 1467. Grant of copies 1468. Rules of evidence 1469. Effect of non- registration 1470. Penalty for furnishing of false particulars 1571. Power to make rules 15

CHAPTER - VIIISUPPLEMENTAL

72. Mode of giving public notice 1673. [Repeals] 1674. Saving 16

***********




THE INDIAN PARTNERSHIP ACT , 1932.

(ACT NO.9 OF 1932) (8th April,1932)

An Act to define and amend the law relating to partnership.

WHEREAS it is expedient to define and amend the law relating topartnership, It is hereby an acted as follows:

CHAPTER - I- PRELIMINARY

1. Short title extend and commencement - (1) This Act may becalled the Indian partnership Act. 1932.

2. It extends to the whole of India except the State of Jammu & Kashmir.

3. It shall come int0 force on the Ist day of October , 1932,except Sec. 69 which shall come into force on the Ist dayOctober, 1933.

2. Definitions - In this Act, unless there is anything repugnant inthe subject or context -

a) An " act of a firm" means any act or omission by all thepartners, or by any partner or agent of the firm whichgives rise to a right enforceable by or against the firm":

b) " business" includes every trade, occupation andprofession.

c) "Prescribed" means prescribed by rules made under thisAct"

d) "Thirdy party " used in relation to a firm or to a partner therein means any person who is not a partner in thefirms" and

e) expression used but not defined in this Act and defined inthe Indian

3. Application of provisions of Act 9 of 1872 - The unrepealedprovisions of the Indian contract Act, 1872 , save in so far as they areinconsistent with the express provision of this act, shall continue toapply to firms

CHAPTER - II - THE NATURE OF PARTNERSHIP

4. Definition of " Partnership", "partner", firm" and "firmname"- "Partnership" is the relation between persons who have agreedto share the profits of a business carried on by all or any of them actingfor all.




Persons who have entered into partnership with one another arecalled individually " partners" and collectively " a firm" , and the nameunder which their business is carried on is called the " firm name"

Short Note'

-Sec.4 - Partnership is an association of persons carrying business & inlaw the firm name is compendious method of describing partners-Deoha F.Guzdar Bombay us C.I.T. Air, 1955 SC 74.

5- Partnership not created by status - The relation of partnershiparises from contract and not from status:

and, in particular, the members of a Hindu undivided familycarrying on a family business as such, or a Burmese Buddhisthusband and wife carrying on business as such, are notpartners in such business.

6. Mode of determining extence of partnership - In determiningwhether a group of persons is or is not a firm, or whether a person is or is not partner in a firm, regard shall be had to the real relation betweenthe parties, as shown by all relevant facts taken together.

Explanation - 1. The sharing of profits or of gross returns arisingfrom property by persons holding a joint or common interest in thatproperty does not of itself make such persons partners.

Explanation- 2 The receipt by a person of a share of the profits of a business, or of a payment contingent upon the earningof profits or varying with the profits earned by a business, does not of itself make him a partner with the persons carrying on the business ;

and i, particular, the receipt of such share or payment -

a) by a lender of money to persons engaged or about toengage in any business.

b) by a servant or agent as remuneration.c) by the widow or child of a deceased partner, as annuity,

or d) by a previous owner or part owner of the business , as

consideration for the sale of the goodwill or share thereof.does not of itself make the receiver a partner with the persons

carrying on the business.

7. Partnership at will - Where no provision is made by contractbetween the partners for the duration of their partnership, or for thedetermination of their partnership, the partnership is " Partnership atwill"

8. Particular partnership - A person may become a partner with

another person in particular adventures or undertaking




CHAPTER -III RELATIONS OF PARTNERS TO ONE ANOTHER

9. General Duties of partners- Partners are bound to carry onthe business of the firm to the greatest common advantage, to be justand faithful to each other, and to render true accounts and fullinformation of all things affecting the firm to any partner or his legalrepresentative.

SHORT NOTE

-sec.9- Sleeping partner can file a suit for rendition of account - SitaRam vs. Radha Rai, AIR 1968 SC 534.

10. Duty to indemnify for loss caused by fraud- Every partner shall indemnify the firm for any loss caused to it by his fraud in theconduct of the business of the firm.

11. Determination of rights and duties of partners by contractbetween the partners : (1) Subject to the provisions of this Act, themutual rights and duties of the partners of a firm may be determined bycontraft between the partners, and such contract may be expressed or may be implied by a course of dealing.

Such contract may be varied by consent of all the partners, andsuch co0nsent may be expressed or may be implied by a course of dealing.

2) Agreements in restraints of trade - Notwithstanding anything contained in Sec. 27 of the Indian Contract Act, 1872,such contracts may provide that a partner shall not carry on anybusiness other than that of the firm while he is a partner.

12. The conduct of the business- Subject to contract between thepartners-

a) Every partner has a right to take part in the conduct of thebusiness.

b) Every partner is bound to attend diligently to his duties inthe conduct of the business.

c) any difference arising as to ordinary matters connectedwith the business may be decided by a majority of thepartners, and every partner shall have the right toexpress his opinion before the matter is decided, but nochange may be made in the nature of the businesswithout any consent of all the partners and

d) every partner has a right to have access to and to inspect

and copy any of the books of the firm .




13) Mutual rights and liabilities - Subject to contract between thepartners -

a) a partner is not entitled to receive remuneration for takingpart in the conduct of the business;

b) The partners are entitled to share equally in the profitsearned, and shall contribute equally to the lossessustained by the firm.

c) Where a partner is entitled to interest on the capitalsubscribed by him such interest shall be payable only outof profits.

d) a partner making, for the purposes of the business, anypayment or advance beyond the amount of capital he hasagreed to subscribe, is entitled to interest thereon at therate of six per cent, per annum

e) The firm shall indemnify a partner in respect of paymentsmade and liabilities incurred by him.

i) In the ordinary and proper conduct of the business,and

ii) In doing such act, in an emergency, for thepurpose of protecting the firm from loss as wouldbe done by a person of ordinary prudence, in hisown case, under similar circumstances and

f) a partner shall indemnify the firm for any loss caused to itby his willful neglect in the conduct of the business of thefirm.

Short note

-Sec 13- All the partners are entitled & liable for equal share in loss &profit in absence of any agreement - Mandyala Govindu vs. C.I.T., AIR1975 SC 2284 : (1976) 1 SCC 248" Asha Ram vs. Ram Chander, 1993(1) WLN 388.

14. The property of the firm - Subject to contract between thepartners, the property of the firm includes all property and rights andinterests in property originally brought into the stock of the firm, or acquired, by purchase or otherwise, by or for the firm, or for thepurposes and in the course of the business of the firm, and includesalso the goodwill of the business.




Unless the contrary intention appears, property and rights andinterests in property acquired with money belonging to the firm aredeemed to have been acquired for the firm

15. Application of the property of the firm - Subject to contractbetween the partners, the property of the firm shall be held and usedby the partners exclusively for the purposes of the business.

SHORT - NOTE

-SEC- 15 - Partner can not transfer any part of the property of firm tillthe continuation of the partnership - Addanki Narayanappa vs.Bhaskara Krishnappa.AIR 1966 SC 1300.

16. Personal profits named by partners - Subject to contractbetween the partners -

a) If a partner derives any profit for himself from anytransaction of the firm or from the use of the property or business connection of the firm or the firm name, he shallaccount for that profit and pay it to the firm

b) If a partner carries on any business of the same nature asand competing with that of the firm, he shall account for and pay to the firm all profits made by him in thatbusiness.

17. Right and duties of partners - Subject to contract (Betweenthe partners -

a) after a change in the firm - Where a change occurs inthe constitution of a firm, the mutual rights and duties of the partners in the reconstituted firm remain the same asthey were immediately before the change, as far as maybe,

b) after the expiry of the term of the firm - Where a firmconstituted for a fixed term continues to carry on businessafter the expiry of that term, the mutual rights and dutiesof the partners remain the same as they were before theexpiry, so far as they may be consistent with the incidentsof partnership at will' and

c) where additional undertakings are carried out.- Wherea firm constituted to carry out one or more adventures or undertakings carries out other adventures or undertakings, the mutual rights and duties of the partnersin respect of the other adventures or undertakings are thesame as those in respect of the original adventures or undertaking.




CHAPTER IV - RELATION OF PARTNERS TO THIRD PARTIES

18. Partners to be agent of the firm - Subject to the provisions of

this Act, a partner is the agent of the firm for the purposes of thebusiness of the firm.

19. Implied authority of partner as agent of the firm- (1) subjectto the provisions of Sec. 22, the act of a partner which is done to carryon , in the usual way, business of the kind carried on by the firm, bindsthe firm,

The authority of a partner to bind the firm conferred by thissection is called his implied authority"

(2) In the absence of any usage or custom of trade to the contract,the implied authority of a partner does not empower him to -

a) Submit a dispute relating to the business of the firm toarbitration.

b) open a banking account on behalf of the firm in his ownname.

c) Compromise or relinquish any claim or portion of a claimby the firm,

d) Withdraw a suit or proceeding filed on behalf of the firm.

e) admit any liability in a suit or proceeding against the firm

f) acquire immovable property on behalf of the firm.

g) transfer immovable property belonging to the firm or

h) enter into partnership on behalf of the firm.

20) Extension and restriction of partner's implied authority -The partners in a firm may, by contract between the partners,extend or restrict the implied authority of any partner.

Notwithstanding any such restriction, any act done by a partner on behalf of the firm which falls within his implied authority bindsthe firm, unless the person with whom he is dealing knows of the restriction or does not know or believe that partner to be apartner.

21., Partner's authority in an emergency - A partner hasauthority, in an emergency, to do all such acts for the purpose of protecting the firm from loss as would be done by a person of ordinary prudence, in his own case, acting under similar circumstances, and such acts bind the firm.




22. Mode of doing act to bind firm : In order to bind a firm, an actor instrument done or executed by a partner or other person onbehalf of the firm shall be done or executed in the firm name or

in any other manner expressing or implying an intention to bindthe firm.

23. Effect of admissions by a partner - An admission onrepresentation made by a partner concerning the affairs of thefirm is evidence against the firm, if it is made in the ordinarycourse of business.

24. Effect of notice to acting partner - Notice to a partner whohabitually acts in the business of the firm of any matter relatingto the affairs of the firm operates, as notice to the firm, except inthe case of a fraud on the firm committed by or with the consentof that partner.

25. Liability of a partner for acts of the firm Every partner isliable, jointly with all the other partners and also severally, for allacts of the firm done while he is a partner.

26. Liability of the firm for wrongful acts of a partner - Whereby the wrongful act or omission of a partner acting in theordinary course of the business of a firm, or with the authority, of his partners, loss or injury is caused to any third party, or anypenalty is incurred, the firm is liable therefor to the same extentas the partner.

27. Liability of firm for misapplication by partners - Where -

a) a partner acting within his apparent authority receivesmoney or property from a third party and misapplies it or,

b) a firm in the course of its business receives money or property from a thirty party, and the money or property ismisapplied by any of the partners while it is in the custodyof the firm.

the firm is liable to make good the loss.

28. Holding out - (1) Any one who by words spoken or written or by conduct represents himself, or knowingly permits himself tobe represented, to be a partner in a firm, is liable as a partner inthe firm to any one who has on the faith of any suchrepresentation given credit to the firm, whether the personrepresenting himself or represented to be a partner does or does not know that the representation has reached the personso giving credit.

(2) Where after a partner's death the business continued inthe old firm name, the continued use of that name or of the deceased partner's name as a part thereof shall not of




itself make his legal representative or his estate liable for any act of the firm done after his death.

29. Rights of transferee of a partner's interest (1) A transfer by apartner of his interest in the firm, either absolute or by mortgage, or bythe creation by him of a charge on such interest, does not entitle thetransferee, during the continuance of the firm, to interfere in theconduct of the business or to require accounts, or to inspect the booksof the firm, but entitles the transferee only to receive the share of profitsof the transferring partner' and the transferee shall accept the accountof profits agreed to by the partners.

(2) If the firm is dissolved or if the transferring partner ceasesto be a partner, the transferee is entitled as against the remainingpartners to receive the share of the assets of the firm to which thetransferring partner is entitled and for the purpose of ascertaining thatshare, to an account as from the date of the dissolution.

30. Minors admitted to the benefits of partnership - (1) A personwho is a minor according to the law to which he is subject may not bea partner in a firm, but with the consent of all the partners for the timebeing, he may be admitted to the benefits of partnership.

2) Such minor has a right to such share of the property and of theprofits of the firm as may be agreed upon, and he may have access toand inspect and copy any of the accounts of the firm.

3) Such minors share is liable for the acts of the firm, but the minor is not personally liable for any such act.

4) Such minor may not sue the partners for an account or paymentof his share of the property or profits of the firm, save when severinghis connection with the firm, and in such case the amount of his shareshall be determined by a valuation made as far as possible inaccordance with the rules contained in Sec. 48.

Provided that all the partners acting together or any partner entitled to dissolve the firm upon notice to other partners may elect insuch suit to dissolve the firm , and thereupon the Court shall proceedwith the suit as one for dissolution and for settling accounts betweenthe partners, and the amount of the share of the minor shall bedetermined along with the shares of the partners.

(5) At any time within six months of his attaining majority, or of hisobtaining knowledge that he had been admitted to the benefits of partnership, whichever date is later, such person may give publicnotice that he has elected to become or that he has elected not tobecome a partner in the firm, and such notice shall determine hisposition as regards the firm.




Provided that - if he fails to give such notice, he shall become apartner in the firm on the expiry of the said six month.

(6) Where any person has been admitted as a minor to the benefitsof partnership in a firm, the burden of proving the fact that such personhad no knowledge of such admission until a particular date after theexpiry of six months of his attaining majority shall lie on the personsasserting that fact.

7) Where such person becomes a partner -

a) his rights and liabilities as a minor continue up to the dateon which he becomes a partner, but he also becomespersonally, liable to third parties for all acts of the firmdone since he was admitted to the benefits of partnershipand .

b) his share in the property and profits of the firm shall bethe share to which he was entitled as a minor

8. Where such person elects not to become a partner.

a) his rights and liabilities shall continue to be those of aminor under this section upto the date on which he givespublic notice.

b) his share shall not be liable for any acts of the firm doneafter the date of the notice, and

c) he shall be entitled to sue the partners for his share of theproperty and profits in accordance with sub section (4)

9) Nothing in sub sections (7) and (8) shall effect then provisions of Sec. 28.

Short Note

-Sec 30- Suit filed by partnership firm & Partners - Death of one partner does not abate the entire suit - Firm Chunnilal Devkissasn dass vs.Nathu Ram 1990 (2) RLR, 237.

CHAPTER V- INCOMING AND OUTGOING PARTNERS

31. Introduction of a partner - (1) Subject to contract between thepartners and to the provisions of Sec. 30 m no person shall beintroduced as a partner into a firm without the consent of all the existingpartners.

(2) Subject to the provisions of Sec. 30, a person who is introducedas a partner into a firm does not there by become liable for any act of

the firm done before he became a partner.




32. Retirement of a partner - (1) A partner may retire -

a) With the consent of all the other partners.

b) in accordance with an express agreement by thepartners, or

c) Where the partnership is at will by giving notice in writingto all the other partners of his intention to retire (23)_ Aretiring partner may be discharged from any liability toany third party for acts of the firm done before hisretirement by an agreement made by him with such thirdparty and the partners of the reconstituted firm after hehad knowledge of the retirement. (3) Not withstanding theretirement of a partner from a firm, he and the partnerscontinue to be liable as partners to third parties for anyact done by any of them which would have been an act of the firm if done before the retirement, until public notice isgiven of the retirement.

Provided that a retired partner is not liable to any third partywho deals with the firm without knowing that he was a partner.

(4) Notices under sub section (3) may be given by the retiredpartner or by any partner of the reconstituted firm.

33. Expulsion of a partner - (1) A partner may not be expelledfrom a firm by any majority of the partners, save in the exercise in goodfaith of powers conferred by contract between the partners.

(2) The provisions of sub section(2), (3) and (4) of Sec. 32shall apply to an expelled partner as if he were a retired partner.

34.` Insolvency a partner - (1) Where a partner in a firm isadjudicated an insolvent he ceases to be a partner on the date onwhich the order of adjudication is made, whether or not the firm isthereby dissolved.

2) Where under a contract, between the partners the firm isnot dissolved by the adjudication of a partner as an insolvent, theestate of a partner so adjudicated is not liable for any act of the firmand the firm is not liable for any act of the insolvent, done after the dateon which the order of adjudication is made.

35. Liability of estate of deceased partner - Where under acontract between the partners the firm is not dissolved by the death of a partner, the estate of a deceased partner is not liable for any act of the firm done after his death.




36. Rights of outgoing partner to carry on competing business -(1) an outgoing partner may carry on a business competing withthat of the firm and he may advertise such business but, subject

to contract to the contrary, he may not -

a) Use the firm name,

b) Represent himself as carrying on the business of the firm

c) Olicit the custom of persons who were dealing with thefirms before he ceased to be a partner.

2) Agreement in restraint of trade - A partner may makean agreement with his partners that on ceasing to be a partner he will not carry on any business similar to that of the firm withina specified period or within specified local limits; and.,notwithstanding anything contained in Sec. 27 of the IndianContract Act, 1872, such agreement shall be valid if therestrictions imposed are reasonable.

37. Right of outgoing partner in certain cases to sharesubsequent profits -

Where any member of a firm has died or otherwise ceased to bea partner, and the surviving or continuing partners carry on thebusiness of the firm with the property of the firm without any finalsettlement of a accounts as between them and the outgoing partner or his estate then, in the absence, of a contract to the contrary, theoutgoing partner or his estate is entitled at the option of himself or hisrepresentatives to such share of the profits made since he ceased tobe a partner as may be attributable to the use of his share of theproperty of the firm or to interest at the rate of six per cent per annumon the amount of his share in the property of the firm.

Provided that: where by contract between the partners an option isgiven to surviving or continuing partners to purchase the interest of adeceased or outgoing partner, and that option is duly exercised, theestate of the deceased partner or the outgoing partner or his estate, asthe case may be, is not entitled to any further or other share of profits,but if any partner assuming to act in exercise of the option does not inall material respects comply with the terms thereof, he is liable toaccount under the foregoing provisions of this section

38. Revocation of continuing guarantee by change in firm: A continuing guarantee given to a firm or to a third party in

respect of the transactions of a firm, is in the absence of agreement tothe contrary, revoked as to future transactions from the date of anychange in the constitutions of the firm




CHAPTER VI - DISSOLUTION OF A FIRM

39. Dissolution of firm - The dissolution of partnership between all

the partners of a firm is called " dissolution of the firm"

40. Dissolution by agreement : A firm may be dissolved with theconsent of all the partners or in accordance with a contract betweenthe partners.

short notes

-Sec 40 - Firm can be dissolved with consent of all the partners or according to contract between the partners - AI 1971 SC 1653 : (1970)2 SCC 724, AIR 1990 All. 171.

Sec. 40 - Suit filed after 3 years of execution of dissolution deed for rendition of account is barred by limitation - Madan Lal vs. Shiv Narain,1986 (1) CCC 464.

41. Compulsory Dissolution - A firm is dissolved

a) by the adjudication of all the partners or of all partners butone as insolvent or,

b) By the happening of any event which makes it unlawfulfor the business of the firm to be carried on or for thepartners to carry it on in partnership.

Provided that : Where more than one separate adventure or undertaking is carried on by the firm, the illegality of one or more shallnot of itself cause the dissolution of the firm in respect of its lawfuladventures and undertakings.

Short Note

Sec-41 When all the partners or all the partners except one declaredinsolvent, firm shall be dissolved AIR 1933 Patna 239

42. Dissolution on the happening of certain contingencies -Subject to contract between the partners a firm is dissolved -

a) If constituted for a fixed term, by the expiry of that term

b) If constituted to carry out one or more adventures or undertakings by the completion thereof.

c) by the death of a partner.

d) by the adjudication of a partner as an insolvent.




Short Note

-Sec 42. = On completion of the work, partnership come to an end -

Dayalal vs. Harjeevan, AIR 1983 NOC 20(Guj). AIR 1954 Patna 63:Shanta Ram vs. Sripada, AIR 1974 Karanataka 110.

-Sec. 42- Partnership will be deemed to bed dissolved after expiry of the fixed period -AIR 1974 SC 1094 AIR 1946 All 489

43. Dissolution by notice of partnership at will - (1) Where thepartnership is at will the firm may be dissolved by any partner givingnotice in writing to all the other partners of his intention to dissolve thefirm.

(2) The firm is dissolved as from the date mentioned in the`notice as the date of dissolution or, if no date is somentioned, as from the date of the communication of thenotice.

Short Note

Sec 43. Dissolution of partnership at will Notice in writing to other partners is necessary - Asha Ram vs. Ram chander (1993) (1) WLN388.

44. Dissolution by the Court. At the suit of a partner, theCourt may dissolve a firm on any of the following grounds, namely :

a) That a partner has become of unsound mind, in whichcase the suit may be brought as well by the next friend of the partner who has become of unsound mind as by anyother partner.

b) That a partner, other than the partner suing, has becomein any way permanently incapable of performing hisduties as partner.

c) that a partner, other than the partner suing, is guilty of conduct which is likely to affect prejudicially the carryingon of the business, regard being had to the nature of thebusiness.

d) that a partner, other than the partner suing, willfully or persistently commits breach of agreement relating to themanagement of the affairs of the firm or the conduct of itsbusiness, or otherwise so conducts himself in matter relating to the business that it is not reasonablypracticable for the other partners to carry on the businessin partnership with him.




e) That a partner, other than the partner suing has in anyway transferred the whole of his interest in the firm to athird party, or has allowed his share to be charged under

the provisions of rule 49 of Order XXI of the FirstSchedule to the Code of Civil Procedure, 1908 or hasallowed it to be sold in the recovery of arrears, of landrevenue or of any dues recoverable as arrears of landrevenue due by the partner.

f) That the business of the firm cannot be carried on save ata loss.

g) On any other ground which renders it just and equitablethat the firm should be dissolved.

45. Liability for acts of partners done after dissolution(1) Not withstanding the dissolution of a firm the partners

continue to be liable as such to third parties for any actdone by any of them which would have been an act of thefirm if done before the dissolution unit public notice isgiven of the dissolution.

Provided that: The estate of a partner who dies, or who isadjudicated an insolvent or of a partner who not having beenknown to the person dealing with the firm to be a partner, retiresfrom the firm, is not liable under this section for acts done after the date on which he ceases to be a partner.

(2) Notices under such- Section 91) may be given by any partner

46. Right of partners to have business wound by after dissolution - On the dissolution of a firm every partner or hisrepresentative is entitled, as against all the other partners or their representatives, to have the property of the firm applied inpayment of the debts and liabilities of the firm and to have thesurplus distributed among the partners or their representativesaccording to their rights.

47. Continuing authority of partners for purposes of winding up- After the dissolution of a firm the authority of each partner tobind the firm, and the other mutual rights and obligations of thepartners, continue not withstanding the dissolution, so far asmay be necessary to wind up the affairs of the firm and tocomplete transactions begun but unfinished at the time of thedissolution, but not otherwise.

Provided that the firm is no case bound by the acts of a partner whohas been adjudicated insolvent, but this proviso does not affectthe liability of any person who has after the adjudicationrepresented himself or knowingly permitted himself to be

represented as a partner of the insolvent.




Short Note

-Sec 47- Suit on pronote filed by two partners - One partner diedSurviving partner is competent to continue the suit - AbdulRehman vs. Rameshwar Dayal, 1004 DNJ (Raj) 59, 1994 (2)WLC 260, 1994 (1) RLW 40 : 1994 (2) RLR 209

48. Mode of settlement of accounts between partners - Insetting the accounts of a firm after dissolution, the followingrules shall, subject to agreement by the partners , be observed.

a) Losses, including deficiencies of capital, shall be paid firstout of profits, next out of capital and, lastly, if necessary,by the partners individually in the proportion in which theywere entitled to share profits.

b) The assets of the firm, including any sums contributed bythe partners to make up deficiencies of capital, shall beapplied in the following manner and order:-

i) In paying the debts of the firm to third parties.

ii) In paying to each partner rateably what is due tohim from the firm for advances as distinguishedfrom capital:

iii) in paying to each partner rateably what is due tohim on account of capital and.

iv) The residue, if any shall be divided among thepartners in the proportions in which they wereentitled to share profits.

49. Payment of firm debts and of separate debts- Where thereare joint debts due from the firm, and also separate debts duefrom any partner, the property of the firm shall be applied in thefirst instance in payment of the debts of the firm, and if there isany surplus, him. The separate property of any partner shall beapplied first in the payment of his separate debts and thesurplus ( if any) in the payment of the debts of the firm.

50 Personal profits earned after dissolution - Subject to contractbetween the partners, the provisions of clause (a) of section 16shall apply to transactions by any surviving partner or by therepresentatives of a deceased partner, undertaken after the firmis dissolved on account of the death of a partner and before itsaffairs have been completely wound up.




Provided that Where any partner or his representative has bought thegood will of the firm nothing in this section shall affect his right touse the firm name.

51. Return of premium on premature dissolution- Where apartner has paid a premium on entering into partnership for afixed term, and the firm is dissolved before the expiration of thatterm otherwise than by the death of a partner, he shall beentitled to repayment of the premium or of such part thereof asmay be reasonable, regard being had to the terms upon whichhe became a partner and to the length of time during which hewas a partner unless -

a)) The dissolution is mainly due to his own misconduct or

b) The dissolution is in pursuance of an agreementcontaining no provision for the return of the premium or any part of it.

52. Rights where partnership contract is rescinded for fraud or misrepresentation -Where a contract creating partnership is rescinded on theground of fraud or misrepresentation of any of the partiesthereto, the party entitled rescind is, without prejudice to anyother right entitled -

a) To a lien on or a right of retention of, the surplus of theassets of the firm remaining after the debts of the firmhave been paid for any sum paid by him for the purchaseof a share in the firm and for any capital contributed byhim.

b) to rank as a creditor of the firm in respect of any paymentmade by him to wards the debts of the firm and

c) To be indemnified by the partner or partners guilty of thefraud or misrepresentation against all the debts of thefirm.

53. Right to restrain from use of firm name or firm property - After a firm is dissolved, every partner or his representative mayin the absence of a contract between the partners to thecontrary, restrain and other partner or his representative fromcarrying on a similar business in the firm name or from usingany of the property of the firm for his own benefit, until the affairsof the firm have been completely wound up ;

Provided that Where any partner or his representative has bought thegoodwill of the firm, nothing in this section shall affect his right to use

the firm name.




54. Agreement in restraint of trade -

Partners may upon or in anticipation of the dissolution of the

firm, make an agreement that some or all of them will not carryon a business similar to that of the firm within a specific periodor within specified local limits and notwithstanding anythingcontained in section 27 of the Indian Contract Act 1872 suchagreement shall be valid if the restrictions imposed arereasonable.

Short Note

-Sec- 54- Word 'or' used in between' within a specified period or withinspecified local limits cannot be read as 'and ' - 1969 WLN 570

55. Sale of good will after dissolution (1) In settling the accountsof a firm after dissolution the goodwill shall, subject to contract betweenthe partners, be included in the assets, and it may be sold either separately or along with other property of the firm.

2) Right of buyer and seller of good will - Where the goodwill of a firm is sold after dissolution, a partner may carry on a businesscompeting with that of the buyer and he may advertise such business,but subject to agreement between him and the buyer, he may not.

a) use the firm name

b) Represent himself as carrying on the business of thefirm or

c) Solicit the custom of persons who were dealing with thefirm before its dissolution.

3) Agreement in restraint of trade- Any partner may, upon thesale of the goodwill of a firm, make an agreement with the buyer thatsuch partner will not carry on any business similar to that of the firmwithin a specified period or within specified local limits and notwithstanding any thing contained in section 27 of the Indian ContractAct, 1872, such agreement shall be valid if the restrictions imposedare reasonable.

Short Note

-Sec 55- Goodwill is a part of assets of the partnership firm - KhusalKhemgal shah vs. Mrs. Khurshed Banu, AIR 1970 SC 1147 : (1970) 1SCC 415 AIR 1964 SC 11.




CHAPTER VII - REGISTRATION OF FIRMS

56. Power to exempt from application of this chapter -The State Government of any State may, by notification in theOfficial Gazette, direct that the provisions of this chapter shall not applyto that state or to any part there of specified in the notification.

57. Appointment of Registrars ( 1) The State Government mayappoint Registrar of firm for the purposes of this Act, and may definethe areas within which they shall exercise their powers and performtheir duties (2) Every Registrar shall bedeemed to be a public servantwithin the meaning of section 21 of the Indian Penal Code.

58. Application for registration (1) The registration of a firm maybe effected at any time by sending by post or delivering to the registrar of the area in which any place of business of the firm is situated or proposed to be situated, a statement in the prescribed form andaccompanied by the prescribed fee stating -

a) The firm name,

b) The place or principal place of business of the firm.

c) The names of any other places where the firm carries onbusiness

d) The date when each partner joined the firm

e) The names in full and permanent addresses of thepartners and

f) The duration of the firm

The statement shall be signed by all the partners, or by their agents specially authorised in his behalf

\2) Each person signing the statement shall be also verify it in the

manner prescribed

3) A firm name shall not contain any of the following words -namely -

"Crown", "Emperor", "Empress", "Empire", "Imperial", "King","Queen", "Rayal", or words expressing or implying the sanction,approval or patronage of Government, except when the StateGovernment signifies its consent to the use of such words as part of the firm name by order in writing.




Short Note

Sec 58 - Certificate of registration issued by Registrar of firm show that

the firm is registered - 1993 AIHC cases 373 (H.P.)

59. Registration- When the Registrar is satisfied that the provisionof section 58 have been duly complied with he shall record an entry of the statement in a register called the Register of firms, and shall file thestatement.

Short Note

Sec. 59. Registration of firm takes effect from the date of entry inregister of firm CIT AP vs. Jaya Laxmi Rice Mills, AIR 1971 SC 1015:(1971) 1 SCC 280-

60. Recording of alterations in firm name and principal place of business - (1) when an alteration is made in the firm name or in thelocation of the principal place of business of a registered firm, astatement may be sent to the Registrar accompanied by the prescribedfee specifying the alteration, and signed and verified in the manner required under section 58.

2) When the registrar, is satisfied that the provisions of sub -section 91) have been duly complied with he shall amend the entryrelating to the firm in the Register in firms accordance with thestatement, and shall file it along with the statement relating to the firmsfiled under section 59.

61. Noting of closing and opening of branches -- When aregistered firm discontinues business at any place or begins to carry onbusiness at any place, such place not being its principal place of business, any partner or agent of the firm may send intimation thereof to the Registrar, who shall make a note of such intimation in the entryrelating to the firm in the Register of firms, and shall file the intimationalong with the statement relating to the firm filed under section 59.

62. Noting of changes in names and addresses of partners --When any partners in a registered firms alters his name or permanentaddress, an intimation of the alteration may be sent by any partner or agent of the firm to the Registrar, who shall deal with it in the manner provided in Section 61.

63. Recording of changes in and dissolution of a firm -(1) Whena change occurs in the constitution of a registered firm any incomingcontinuing or outgoing partners and when a registered firm is dissolvedany person who was a partner immediately before the dissolution or the agent of any such partner or person specially authorised in thisbehalf may give notice to the Registrar of such change or dissolutionspecifying the date thereof and the Registrar shall make a record of

the notice in the entry relating to the firms in the Register of Firms, and




shall file the notice in along with the statement relating to the firms filesunder section 59.

2) Recording of withdrawal of a minor - When a minor who hasbeen admitted to the benefits of partnership in a firm attains majorityand elects to become or not to become a partner, and the firm is thenregistered firm, he, or his agent specially authorised in this behalf, maygive notice to the Registrar that he has or has not become a partner,and the Registrar shall deal with the notice in the manner provided insub section (1).

Short Note

Sec 63 - Application for recording change in the register of firm can besent by post - M/s Harijan Book House vs Registrar of firms, AIR 1988Guj. 188 1988 Guj L.R. 11:" 1988 (1) GLH 1

64. Rectification of mistakes -- (1) The Registrar shall have power at all times to rectify any mistake in order to bring the entry in theRegister of firms relating to any firm into conformity with thedocuments relating to that firm filed under this chapter.

2) On application made by all the parties who have signed anydocument relating to a firm filed under this Chapter, the Registrar mayrectify any mistake in such documents or in the records or note thereof made in the Register of firms,

Short Note

Sec 64 - Registration of firm is not affected by omission & error can berectified - AIR 1954 HP 52.

65. Amendment of Register by order of Court -- A court decidingany matter relating to a registered firm may direct that the Registrar shall make any amendment in the entry in the Register of firms relatingto such firm which is consequential upon its decision and the Registrar shall amend the entry accordingly.

66. Inspection of Register and filed documents (1) The Register of firms shall be open to inspection by any person on payment of suchfee as may be prescribed.

2) All statements, notices and intimations filed under this Chapter shall be open to inspection, subject to such conditions and on paymentof such fee as may be prescribed.

67. Grant of copies -- The Registrar shall on application furnish toany person, on payment of such fee as may be prescribed, a copy,certified under his hand, of and entry of portion thereof in the Register

of firms.




68. Rules of evidence (1) Any statement, intimation or noticerecorded or noted in the Register of firm shall, as against any persons

by whom or on whose behalf such statement, intimation or notice wassigned, be conclusive proof of any fact there in stated (2) A certifiedcopy of any entry relating to a firm in the Registrar of firms may beproduced in proof of the fact of the registration of such firm, and of thecontents of any statements intimation or notice recorded or notedtherein

Short Note

Sec 68- When necessary entry is made in the register of firm,thereafter registration of firm takes place AIR 1971, SC 1015: 1971TAx LR 421.

69. Effect of non-- registration (1) No suit to enforce a right arisingfrom a contract of or conferred by this Act shall be instituted in anycourt by or on behalf of any person suing as a partner ina firm againstthe firm or any person alleged to be or to have been a partner in thefirm unless the firm is registered and the person suing is or has beenshown in the Register of firms as a partner in the firm.

2) No suit to enforce a right arising from a contract shall beinstituted in any court by or on behalf of a firm against any third partyunless the firm is registered and the person suing are or have beenshown in the Register of firm as partners in the firm

3) The provisions of sub section (1) and (2) shall apply also to aclaim of Set - off or other proceeding to enforce a right arising from acontract, but shall not affect -

a) The enforcement of any right to sue for the dissolution of a firm or for accounts of a dissolved firm, or any right or power to realise the property of a dissolved firm or

b) The powers of an official assignee, receiver of Courtunder the Presidency, towns insolvency Act 1909, or theProvincial insolvency Act, 1920, to realise the property of an insolvent partner.

4( This section shall not apply

a) To firms or to partners in firms which have no place of business in the territories to which this Act extends, or whose places of business in the said territories aresituated in areas to which by notification under section56, this chapter does not apply, or

b) to any suit or claim of set off not exceeding one hundred

rupees in value which in the presidency towns, is not of a




kind specified in section 19 of the Presidency shall causeCourt Act, 1882 or outside the Presidency towns, is not of a kind specified in the Second Schedule to the

Provisional small cause Courts Act 1887. or to anyproceeding or execution in other proceeding incidental toor arising from any such suit or claim.

Short Note

-Sec 69- In case of unregistered firm, arbitration clause can beinvoked for dissolution of firm & renditioin of accounts -AIR 1995 SC715, AIR 1996, SC 2209: 1996 AIRT (SCW ) 2696.

70- Penalty for furnishing of false particulars - Any person who signsany statement, amending statement, notice or intimation under thisChapter containing any particulars which he knows to be false or doesnot believe to be true or containing particulars which he knows to beincomplete or does not believe to be complete, shall be punishable withimprisonment which may extend to three months, or with fine or withboth.

71. Power to make rule (1) The Statement may be notification in theofficial Gazettee make rules prescribing the fees which shallaccompany documents sent to the Registrar, of firms, or which shall bepayable for the inspection of documents in the custody of the Registrar of firms or for copies from the Register of firms.

Provided that- Such fees shall not exceed the maximum fees specifiedin Schedule -I

2) The State Government may also make rules-a) Prescribing the form of statement submitted under

section 58 and of the verification thereof.

b) Requiring statements, intimations and notices under Section60, 61, 62 and 63 to be in prescribed form andprescribing the form thereof.

c) Prescribing the form of the Register of firms, and themode in which entries relating to firms are to be madetherein, and the mode in which such entries are to beamended or notes made therein.

d) regulating the procedure of the registrar when disputesarise.

e) Regulating the filling of documents received by theRegistrar.

f) Prescribing conditions for the inspection of original

documents.




g) regulating the grant of copies.

h) regulating the elimination of registers and documents.

i) Providing for the maintenance and form of an index to theRegister of firms, and

j) Generally, to carry out the purposes of this chapter.

3) All rules made under this section shall be subject to thecondition of previous publication.

4) Every rule made by the State Government under this sectionshall be laid as soon as it is made, before the State Legislature.

CHAPTER VIII SUPPLEMENTAL

72. Mode of giving public notice -- A public notice under this Actis given.

a) Where it relates to the retirement or expulsion of a partner froma registered firm, or to the dissolution of a registered firm, or tothe election to become or not to become a partner in aregistered firm by a -person attaining majority who wasadmitted as a minor to the benefits of partnership, by notice toRegistrar of firms under section 63,. and by publication in theOfficial Gazette and in at least one vernacular newspaper circulating in the district where the firm to which it relates has itsplace or principal place of business and.

b) In any other case, by publication in the Official Gazette and in atleast one vernacular newspaper circulating in the district wherethe firm to which it relates has its place or principal place of business.

73. (Repeals) Rep. by the repealing Act, 1938 ( 1, of 1938) s. 2 andSch.

74. Saving: Nothing in this Act or any repeal effected thereby shallaffect or be deemed to affect -

a) Any right title interest, obligation or liability already acquired,accrued or incurred before the commencement of this Act, or.

b) Any legal proceeding or remedy in respect of any such right, titleinterest, obligation or liability or any thing done or sufferedbefore the commencement of this Act, or

c) Any thing done or suffered before the commencement of this Actor

d) any enactment relating to partnership not expressly repealed bythis Act, or

e) Any rule of insolvency relating to partnership or f) Any rule of law not inconsistent with this Act.




No.F-1(1) 62-2003- XI-- In exercise of the powers conferred under

Section 71, sub- section (1) of Indian Partnership (Madhya

Pradesh Amendment ) Act, 1998 ( No.34 of 1998) theStateGovernment hereby enhances the fee prescribed in schedule by5%

Therefore a new schedule be incorporated as per Section -3 of the said Act as under:-

SCHEDULE - I

Maximum Fees

( See Sub Section (1) of Section 71)

Document or act in respect Maximum feeof which the fee is payable

(1) (2)

Statement under Section 58 Five hundred twenty five RupeesStatement under Section 60 One hundred Five Rupees.Intimation under Section 61 One Hundred five Rupees.Intimation under Section 62 Fifty three RupeesNotice under Section 63 One hundred five Rupees.Application under Section 64 Fifty three RupeesInspection of the Register of Twenty six Rupeesof Section.

Inspection of documents Twenty - Six Rupeesrelating to a firm under sub-Section (2) of Section 66

Copies from the Register of Eleven Rupees (For each hundred wfirms under Section 67 words or part thereof)

Provided that the State Government may increase the ratesubject to a maximum of five percentage of the above rate inevery two years

Note: In case where the aplicant requires copies from the Registrar of firms and Societies under Section 67 early i.e. within fiveworking days , he shall file separate application along withdouble amount of fee and the Competent Authority shall grantcopies within five working days "

On behalf of the order of Governor of Madhya Pradesh

Sd/ A.K.Jain

Under Secretary




THE MADHYA PRADESH

PARTNERSHIP RULES 1951

( Published under Commerce and Industry Departmental NotificationNo. 4242-896-VII) dated the 2nd June, 1952, in " Madhya PradeshGazett", Part IV (C) dated the 6th June, 1952)

1. Short - Title - These Rules may be called the Madhya Pradesh

Partnership ( Registration of Firms ) Rules, 1951.

2) Definitions- In these rules, unless there is anything repugnant

in the subject or context :a) "The Act" means the " Indian Partnership Act 1932"

b) "Firm" means a firm to which the Act Applies.

c) "Registrar" Means the " Registrar of Firms "

3) Form and verification of Statements under Section 58 & 60.

The statements submitted to the Registrar under Sections 58

and 60 of the Act shall be in Forms I & II respectively, annexed

to these rules and shall be verified in the manner sect forth in

the manner set forth in the note at the bottom of these forms.

4) Form of intimations and notices under Section 61, 62 and

63-

Intimations and notices under Sections 61,62, 63 (1) and 63(2)

of the Act shall be in Forms III , IV, V and VI, respectively,

annexed to these rules, with such variations as circumstances

may requdired.

5. Power of Registrar to make enquiries and investigations -

The Registrar may, in his discretion, institute such enquiries, or

make such investigation, in respect of any matter as may, in his

opinion, be necessary for the proper performance of his duties

and the administration of the Act or for the settlement of any

dispute arising with respect to any firm.




6. Register of Firms:

The Register of Firms shall be in English in Form VII annexed to

these rules. The name of , and the particulars relating to, eachfirm shall be entered therein in the order of its registration on a

separate page or pages. Each firm shall be asigned a number in

a consecutive series commencing with the financial year (1st

April), A note of every document filed shall be entered in the

register on the page or pages allotted to the firm concerned and

shall be signed by the Registrar. The pages after making the

entries shall be bound in loose leaf registers in the order of the

consecutive number allotted to each firm on registration.7. Amendment of entries in Register -

When an entry made in the Register of firms is to be amended,

the amendment shall be shown by drawing a red line, through

the entry and making a suitable note in the remark column

opposite to the entry concerned and the entry shall be made at

the end of the existing entry or entries with suitable cross-

reference.

8. Protest against entries in Register -

Where any partner or other person interested wishes to dispute,

any entry made in Register firms, he shall notify the Registrar of

his dispute in writing, and the Registrar shall make any entry at

the end of the then existing entries and shall make a red ink

reference to the disputed entry in the remarks column against

the entry so disputed.

9. Index to Register of Firms

A) An index to the Register of firms shalsl be prepared in

English on loose sheets, lettered alphabelically, and shall

contain the particulars shown in Form VIII annexed to

these rules . A fresh index shall be prepared for each

financial year. The name of each firm shall be indexed as

soon as the entries relating there to are made in the

Register of Firms.




b) After all the firms registered in a year have been indexed,

the index shall be checked byd the Registrar who shall

attest it in a token of such check and the pages shall thenbe numbered in ink.

c) The index for each year shall, after it has been checked,

be bound into volumes of convenient size

10. Translation to be furnished where original not in English:"

If any document required to be submitted under the Act or any

portion of such document is not in the English language, in

English translation of such document or portion , certified as

correct by at least one partner ( or his authorised agent ) shalslbe furnished along with each copy of such document submitted

to the Registrar.

11. Acknowledgement of registration and documents:

a) On the Registration of a firm, the Registrar shall grant to

the firm an acknowledgement in Form IX annexed to

these rules and on the filing of any document requdired to

be filed under the ACt, he shall grant to the person at

whose instance it is filed an acknowledgement in Form X

annexed to these rules.

b) On every document registered or filed under the Act, the

Registrar shall endorse the following particulars:

i) The number borne by the firm on the register,

ii) The serial number of document and

iii) The date of registration or filling.

The Registrat shall also affix his signature and the seal of his

office to such document.

12. Filling of documents

A separate file shall be maintained in respect of elach firm, in

which the documents received by the Registrar, relating thereto

shall, from time to time, be filed. No document shall be filed by

the Registrar unless the fee prescribed therefor has been paid.




13. Account of and receipt for fees:

An account of all fees received in the Registrar's office shall bemaintained therein in Form XI, A receipt in Form XII shall be

granted in respect of elvery fee received.

14. Inspection of original documents:

Subject to the payment of fees prescribed in Rule 19, the

Register of Firms and all other docuyments recorded shall be

open to inspection on a written application submitted to the

Registrar during business hours .The file of the documents kept

in the Registrar's office shall simiarly be opened to inspectionby any person applying therefor, provided the applicant satisfied

the Registrar that he has sufficient interest in the contents of the

documents of which he applies for inspection and that a mere

inspection of the Register of Firms will not serve his purpose. All

inspections of records shall be made in the presence of the

Registrar or some person appointed by him in that behalf, The

Registrar or the person appointed by him shall not permit the

applicant while inspecting any documents to make or cause to

be made a copy of any such documents, but he shall permit the

applicant to take down in pencil such particulars of the

documents as would enable him to apply for a certified coply of

any entry or portion thereof in the Register of firms.

15. Application for copies to be in writing :

Every application for a copy of any entry in the Register of

Frims or portion thereof or a copy of the acknowledgement

granted under rule 11 shall be in writing accompanied with the

requisite copy fee as prescribed in the Rule 19.

16. Seal

The seal used by the Registrar shall bear the words " Registrar

of Firms Madhya Pradesh"

17. Preservation and elimination of registers and records -1.

The following registers and papers shall be permanently

retained.




a) Register of Firms.

b) All registered documents of existing firms.c) Certificates of registration of dissolved firms

d) Dissolution orders

e) References to Legal Remembrancer to Government,

Madhya Pradesh.

f) Legal Remember's opinions.

g) References to State Government regarding amendments

in the Law and replies to the same.

h) Index Register.ii) The following registers and papers shalsl be destroyed

after five years

a) Cash Book

b) Register of fees

c) Papers, other than the above, of firms which have

been dissolved

d) References to State Government other than

above.

III. The following registers and papers shall be destroyed

after two years from the succeeding Ist of April

a) Receipt book.

b) Despatch Register.

c) Other routine correspondence

d) Indents for forms etc.

e) Treasury Receipts.

IV The following registers and papers shall be destroyed

after one year from the succeeding Ist of April.

a) Reminders

b) Explanations of delay

18. Cancellation of the registration of defunct firms

(i) When the Registrar has reason to believe that a

registered firm is not carrying on business, or is not in

operation, or that it has been finally dissolved, but the




prescribed intimation has not been given, he shall send

by post to every partner of the firm at its last known

address a letter enquiring whether the firm is carrying onbusiness or is in operation.

ii) If the Registrar receives an answer from any of the

partners to the effect that the firm is not clarrying on

business or is not in operation or if he does not receive

any answer within one month from the date of the posting

of the letter, he shall publish in the " Madhya Pradesh

Gazette" and send to all the partners by registered post, a

notice that at the expiration of three months from the dateof that notice the name of the firm mentioned therein

shall, unless cause is shown to the contrary,be struck off

and the firm shall be dissolved and the registration shall

be deemed cancelled.

iii) At the expiration of the time mentioned in the notice the

Registrar shall, unless cause is shown previously by the

partners strike the name of the firm off the register, and

shall publish notice of the factin the " Madhya Pradesh

Gazette" , and on such publication the firm shall be

considered to be dissolved.

19. Fees -

i) The following fees shall be levied for inspection and grant

of copies under the provisions of sections 66 and 67 of

the Act.

1) For each inspection under rule 14- fifty paisa for

inspecting one volume of the register or all

documents relating to the firms.

2) For a certified copy of any document or of any

extract therefrom under reule 15 - Twenty five

paisa for each hundred words or part thereof.

3) For certified copy of the acknowledgement of

registration granted under rule II one rupees.




ii) Fees payable under the Act or these rules by a firm or

person shall be credited into the Government treasury

and the treasury receipts shall be presented or transmitted to the Registrar's office in token of such

payment.

20. Submission of documents-

Documents to be lodged with the Registrar shall be printed or

type written and may be delivered to him either in person or by

post. No fact shall be recorded on a mere oral notice.

21. Office hours -

The office of the Registrar shall be open for business (Except onSundays and holidays) from 11 a.m. to 3 p.m.




F O R M SFORM No.1

( See Rule 3)Filing Fee ---- Rs. 3 )

The Indian Partnership Act 1932.

Application for Registration of firms by the name

Presented or forwarded to the Registrar of Firm for filing........

We, the undersigned, being the partners of the firm........................hereby apply for registration of the said firm and for that purposesupply the following particulars, in plursuance of section 58 of IndianPartnership Act., 1932.

The Firm's name......................Place of business..........

a) Principal place.b) Other places

Name of partners Date of Joining the Permanent addressin full firm in full

1 2 3

1.2.

Duration of the firm...........

Station........ 1)

Dated....... 2)

Signature of the partners or their speciallyauthorised agents.

I................. son of.............. Years of age............. do herebyudeclare thatthe above statement is true and correct to the best of myknowledge and belief.

Date..Witness Signature

I....................Son of................. years of age.............. do herebydeclare that the abovestatement is true and correct to the best of myknowledge and belief.




Date.................Witnesses..... Signature

If any partner is a minor the fact whether he is entitled to thebenefits of partnership should be set out herein

NB.= This form must be signed by all partners or their agentsspecifically authorised in this behalf in the presence of a witness or witnesses who must be either a Gazetted Officer, Advocate, Pleader,or Chartered Accountant.

Here enter name of firm.




F O R M SFORM No.II



Statement of Alteration in the name of the .......... Firmor in the location of the principal place of business.

Presented or forwarded to the Registrar of firms for filing by.....

We the undersigned, being the partners of the firm.* ....... ........Registration No.............Date of Registration............... hereby supplythe following particulars in plursuance ofSection 60 (i) of the IndianPartnershipn Act. 1932

Name of the firm * .............. Regd. No.......... Date.......

Previous name New Name

Principal place of businessPrevious place New Place

(1) (2)

StationDate

Signature of the partners or their Specially authorised agents.

I, ................. Son of............ years of age............ do herebydeclare that the above statement is true and correct to the best of myknowledge and belief.

Witness........ Signature

I................ Son of............... years of age............ do herebydeclare that the above statement is true and correct to the best of myknowledge and belief.

Date........

Witness Signature

N.B.- Strike out item not required* Here enter name of firm.




F O R M SFORM No.III



Intimate of change in the place of business.....................(Other than............... Principal place of business )

Presented or forwarded to the Registrary of firms for filing byUnder Section 61 of the Indian Partnership Act, 1932, intimation ishereby given that the changes specified below have occurred in theplace of business of the firm *...............

Registration No.......... Date of Registration....... Date of Change.......

1) The firm has discontinued business at..............2) The firm has began to carryout business at......

Station

Date Signature of any partner or Agent of the firm.




F O R M SFORM No.iv



Intimate of change in the name or permanent address of partner.

Presented or forwarded to the Registrary of firms for filing byUnder Section 62 of the Indian Partnership Act, 1932, intimation ishereby given that the changes specified below have occurred in thename or/and permanent address of partners in the firm*..........

Name of partner -

Previous name in full / New Name in full(1) (2)

Permanent address of partner -Previous permanent address Present permanent address

in full in full(1) (2)

Station.......Date. Signature of any partner or agent

of the firm.

N.B.- Strike out item not required.

* Here enter name of firm.




F O R M SFORM No. V



Notice of change in the constitution of the firmor of the dissolution of the firm *

Presented or forwarded to the Registrary of firms for filing -------------byUnder Section 63(1) of the Indian Partnership Act, 1932, intimation ishereby given that the -

(i)The constitution of the firms.....................Registration No........... date of Registration............ has been

altered as follows :

Name and full address Name and full address of theof the incoming partner and outging partner and date of hisdate of his joining the firm ceasing to be partner.

(1) (2)

Station..............Date................ Signature of the incoming conti-

nuing or outgoing partner or of his specially authorised agent.

(2) The firm * ............Registration No........... Dateof registration.......... has been dissolved with effect from the...........

Station ..... Signature of the person who was aDate partner immediately before the

dissolution or of his speciallyauthorised agent.

NB- Strike off item not requdired.* Here enter the name of the firm




F O R M S

FORM No.VI



Notice of Election by person admitted to the benefit of partnership on attaining majority

Presented or forwarded to the Registrary of firms for filing byUnder Section 63(2) of the Indian Partnership Act, 1932, intimation ishereby given that ................. admitted to the benefit of............. partner ship in the firm* ...........Registration No...............Dateof Registration.......... having now attained majority elects to become/elects not to become a partner of the said firm.

StationDate....... Signature of the person

Electing or of his speciallyauthorised agent.

* Here enter name of firm




F O R M SFORM No.VII

Register of firms

Maintained under section 59 of the Indian Partnership Act 1932.

1. Serial Number of firm2. Name of firm -3. Date of registration -4. Duration of the firm-

5. Address Date ofChange Remarks1 2 3

6. PartnersName of Address Date of RemarksPartners Joining Ceasing(1) (2) (3) (4) (5)

7. Principal place of business and changes therein -

Particulars regarding the place Date of change Remarks(1) )2_ (3)

8)Other places of businessName of place Date of Remarks

Opening Ceasing1 2 3 4

9. Name of firmSerial No.of the Description of Date of Signature of document document filing Registrar

1 2 3 4




FORM No. VIII

(See Rule 9)Index to the Register of firm

Name of Names of Principal Trade Volume First No.of firm partners Place of No. page borne

business of entry on theregister

1 2 3 4 5 6 7

FORM No. IX(See Rule 11 )a_

Acknowledgement of Registrar of firms

The Registrar of firms Madhya pradesh, hereby acknowledgesthe receipt of the statement prescribed by Section 58 (i) of the IndianPartnership Act. 1932, The Statement has been filed and the name of the firm............ has been entered in the Register of firm as...... No......of 19.

Seal Registrar of firm

BhopalThe ..... Day of. ...19

* Here enter name of firms

FORM No. X(See Rule 11 (a)

The Registrar of firms Madhya pradesh, hereby acknowledgesthe receipt of the under mentioned document and of the fee notedagainst........ for the same and intimateds that....... been..... pursuant tosection of the Indian Partnership Act. 1932.

Seal Registrar of firm

BhopalThe ..... Day of. ...19Forwarded to the Managing Agent/ Partner of the..... with reference totheir/his letter No...... dated the.......

Registrar of firms.




FORM No. XI(See Rule 13)Office of the Registrar of firms

Register of fee

Date of Amount From whom on what Date of remitt-receipt received received account ance to Govt.

treasury1 2 3 4 5

FORM No. XII(See Rule 13)

Receipt for fee

Received from..............The sum of rupees (In words)being thefee for -- Rs. P.

Filing Statem,entFiling noticeInspection of Copy of ( Number of words)

TotalStationDated .......