One of the most essential types of company organisation is a partnership firm. It is a common company structure in India. A partnership firm must be formed by at least two people. A partnership firm is formed when two or more people join forces to start a business and divide the profits in an agreed-upon ratio. Any type of trade, occupation, or profession is included in the partnership business. Partnership Firm Registration refers to the registration of the partnership firm with the Registrar of Firms by its partners. The partners must register their firm with the Registrar of Firms in the state in which it is based. Because partnership firm registration is not required, the partners can apply for registration of the partnership firm either when the firm is formed or afterward at any point during its operation.
To register a partnership, two or more people must come together as partners, agree on a firm name, and sign a partnership deed. Partners, on the other hand, cannot be members of a Hindu Undivided Family or husband and wife.
In India, partnership firms are governed and regulated under the Indian Partnership Act, 1932. Partners are the people who work together to form a partnership firm. A contract between the partners establishes the partnership firm. A partnership deed is a contract between the partners that governs the relationship between the partners as well as the partnership firm
What is a Partnership?
A partnership firm is one of the most important forms of a business organization. It is a popular form of business structure in India. A minimum of two persons are required to establish a partnership firm. A partnership firm is where two or more persons come together to establish a business and divide its profits amongst themselves in the agreed ratio. The partnership business includes any kind of trade, occupation and profession.
The Indian Partnership Act, 1932 governs and regulates partnership firms in India. The persons who come together to form the partnership firm are knowns as partners. The partnership firm is constituted under a contract between the partners. The contract between the partners is known as a partnership deed which regulates the relationship among the partners and also between the partners and the partnership firm.
Importance of Registering a Partnership Firm in India
1: A partner may sue any other partner or the partnership firm to enforce his contractual rights against the partner or the firm. Partners in an unregistered partnership firm cannot sue the firm or other partners to enforce their rights.
2: The registered firm may launch litigation against any third party to enforce a contractual right. An unregistered firm cannot file a lawsuit against a third party to enforce a right. Any third party, however, may initiate a lawsuit against the unregistered firm.
3: To enforce a contractual entitlement, the registered firm may seek set-off or other legal action. In any proceedings brought against it, the unregistered firm cannot claim to set off.
Essential Elements of a Partnership
An Agreement
A partnership is the result of an agreement between two or more persons. It should be noted that this sort of a deal can arise only from a contract and not from status. This is why a partnership is distinguishable from a Hindu Undivided Family carrying on family business. The reason is that this kind of an alliance is a creation only out of a mutual agreement. Thus, the nature of a partnership is voluntary and contractual.
An agreement from which a partnership relationship arise may be express. It may also be implied from the Partnership Act done by the partners and from a consistent course of conduct being followed, showing a mutual understanding between them. This agreement may be in oral or in writing.
Sharing Profit of Business
When it comes to sharing profits of the business, two propositions are to be considered.
Firstly, there must be a business that exists. For this purpose, the term ‘business’ would generally mean every trade, occupation, and profession. The existence of a company is crucial. The motive of a business is the “acquisition of gains” that leads to the formation of a partnership. So, there can be no partnership where there is no intention to carry on a business and to share the profits obtained from the same. For example, co-owners who share the rent derived from a piece of land are not considered partners as a business does not exist. Similarly, no charitable institution or club may be called a partnership. However, a Joint Stock Company may be floated as a partnership for non-economic purposes.
Secondly, there must be an agreement concerning the sharing of profits. For example, A and B buy certain bales of cotton which they agree to sell on their joint account and to share the benefits equally. In such a situation, A and B are partners in respect to the business they have planned out. However, an agreement to share the losses is not an essential element that is considered. However, in the event of damages, unless agreed otherwise, these must be borne in a profit-sharing ratio.
Running the Business
The third requirement for a partnership is that the business must be carried on by all the partners or by one or more of the partners acting for all. This is the crucial principle of the partnership law. An act of one partner in the course of the business of the firm is, in fact, an act of all partners. A partner carrying on a business is the principal as well as the agent for all the other partners. Therefore, it should be noted that the real test of a partnership is a mutual agency rather than sharing of profits. If the element of interactive agency is absent, then there will be no partnership. Sharing of benefits is the only Prima Facie evidence which can be rebutted by stronger evidence. This, this prima facie evidence can be countered by proving that there is no mutual agency.
Advantages of Partnership Firm Registration
1:Easy to Incorporate: In comparison to other types of business organisations, forming a partnership firm is simple. By preparing the partnership deed and entering into the partnership agreement, the partnership firm can be formed. Other than the partnership agreement, no other documents are necessary. It is not even required to be registered with the Registrar of Firms. A partnership firm can be created and registered at a later date because registration is optional.
2:Less Compliance: In comparison to a corporation or an LLP, a partnership firm is subject to far fewer regulations. The partners do not require a Digital Signature Certificate (DSC) or a Director Identification Number (DIN), which are required for LLP company directors or designated partners. Any changes to the business can be readily implemented by the partners. Their operations are subject to legal constraints. It is less expensive to establish than a corporation or limited liability partnership. The dissolution of a partnership firm is simple and requires few legal requirements.
3:Quick Decision: Because there is no distinction between ownership and management in a partnership firm, decision-making is swift. All choices are made collaboratively by the partners and can be applied instantly. The partners have broad powers and actions that they can carry out on behalf of the company. They can even conduct transactions on behalf of the partnership firm without the agreement of the other partners.
4:Sharing of Profits and Losses: The partners split the firm’s profits and losses evenly. They can even choose their own profit and loss ratio in the partnership firm. They feel a sense of ownership and accountability because the firm’s profitability and turnover are based on their efforts. Any loss incurred by the firm will be shared equally or in accordance with the partnership deed ratio, alleviating the weight of loss on one individual or partner. They are jointly and severally accountable for the firm’s operations.
Disadvantages of Partnership Firm Registration
1: Unlimited Liability: The major disadvantage of a partnership firm is that the partners’ liability is unlimited. The partners must cover the firm’s loss out of their personal estate. In contrast, the liability of shareholders or partners in a business or LLP is limited to the number of their shares. The liability caused by one of the partnership firm’s partners must be borne by all of the firm’s partners. If the firm’s assets are insufficient to satisfy the obligation, the partners must repay the creditors with their personal property
2: No Perpetual Succession: A partnership firm, unlike a corporation or an LLP, does not have perpetual succession. This means that the death of a partner or the insolvency of all but one of the partners will bring an end to a partnership firm. It can also be dissolved if one of the partners provides the other partners notice of the firm’s dissolution. As a result, the partnership firm can dissolve at any time
3: Limited Resources: A partnership firm can have a maximum of 20 participants. The number of partners is limited, and so the capital invested in the firm is similarly limited. The firm’s capital is the total of the amounts invested by each partner. This limits the firm’s resources, and the partnership firm cannot pursue large-scale projects
4: Difficult to Raise Funds: Raising capital is challenging since the partnership firm lacks perpetual succession and a separate legal entity. In comparison to a company or an LLP, the firm has fewer possibilities for generating capital and expanding its operations. People have less trust in the firm because there are no strong legal requirements. The firm’s financial statements do not have to be made public. As a result, borrowing money from outside people is difficult
Checklist for Partnership Firm Registration in India
1:The creation of a partnership agreement.
2:A minimum of two members must be partners.
3:A maximum of twenty partners is permitted.
4:Choosing an appropriate name.
5:The main place of business.
6:The firm’s PAN card and bank account.
Documents for Partnership Firm Registration in India
1: Application for registration of partnership (Form-1).
2: Certified original copy of Partnership Deed.
3: Specimen of an affidavit certifying all the details mentioned in the partnership deed and documents are correct.
2: PAN Card and address proof of the partners.
3: Proof of principal place of business of the firm (ownership documents or rental/lease agreement).
However, it is usually better to register the partnership firm because a registered partnership firm has additional rights and benefits over unregistered firms. A partnership firm enjoys the following advantages:If the registrar is satisfied with the documents, he will register the firm in the Register of Firms and issue a Certificate of Registration. The Register of Firms contains up-to-date information on all firms and can be viewed by anybody upon payment of certain fees.
What is a Partnership Deed?
A partnership deed is a formal agreement that outlines the rights, duties, profit sharing, and other obligations of the partners in a partnership. It can be in written or oral form, but it is generally recommended to have a written partnership deed to prevent any potential conflicts in the future:
The partnership deed should include the following details:
General details:
Along with the specified fees, an application form must be completed with the Registrar of Firms of the State in which the firm is located. All partners or their agents must sign and verify the registration application. The application, which includes the following information, can be mailed or delivered to the Registrar of Firms.
- Name and address of the firm and all the partners.
- Nature of the business.
- Date of starting the business.
- Capital contribution by each partner.
- Profit/loss sharing ratio among the partners.
Specific details:
In addition to the general details, the partnership deed may include specific clauses to address certain aspects and avoid conflicts. These may include:
- Interest on capital invested, partner’s drawings, or any loans provided by partners to the firm.
- Salaries, commissions, or other amounts payable to partners.
- Rights and responsibilities of each partner, including any additional rights granted to active partners.
- Duties and obligations of all partners.
- Procedures to be followed in the event of a partner’s retirement, death, or dissolution of the firm.
- Any other clauses agreed upon by the partners through mutual discussion.
FAQs
What is a partnership firm?
A partnership firm is a business entity formed by two or more individuals who agree to share the profits and losses of a business carried on by all or any of them acting for all. This agreement is documented in a partnership deed.
What is a partnership deed?
A partnership deed is a legal document that outlines the rights, duties, and responsibilities of each partner in the firm. It typically includes details about the nature of the business, capital contributions, profit and loss sharing ratios, and other terms agreed upon by the partners.
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