Amendment in partnership deed

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

19 January 2013 dear sir,

there are two partners in a firm in (Rajasthan). out of which one partner is old and his health in not well so he want to retire from firm and his son is wanted to enter in the same so that before his death so that firm is not dissolved.

please advise the following:
1- what will be value of stamp paper in rajasthan for amendment.

2- can we retire existing partner and enter the new partner through the same amendment/stamp paper.

3- please also note that the existing deed is not registrar with registrar of firm.

CA bhargava

CA bhargava (Expert)
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19 January 2013 In the above case you can directly write a fresh partnership deed and include the above new partners

Ajay Mishra

Ajay Mishra (Expert)
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19 January 2013 Hi

INTRODUCTION AND RETIREMENT OF A PARTNER

Under the Partnership Act no person can be admitted into Partnership without the consent of the other partner or partners unless there is any contrary to the contract (section 31).
Any partner may, with the consent of all the other partners or in terms of the deed of Partnership where the Partnership is at will, by giving notice in writing to all other partners, to that effect, dissolve the Partnership or retire from Partnership. A retiring partner, however, continues to be liable to third parties even if the liability is taken over by the remaining partners (S 32). Therefore in a deed of retirement it is necessary to provide that in the event of the retiring partner being held liable by a third party, the remaining partners shall indemnify him to that extent, when the liabilities are taken over by the remaining partners. Insolvency of a partner also causes compulsory retirement of an insolvent partner (S. 35). It is, therefore, generally provided in a deed of Partnership when there are more than two partners that the insolvency of any partner will not dissolve the Partnership. If a partner retires, unless there is contract to the contrary, the retiring partner cannot use the firm name, represent himself 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 make explicit that the retiring partner shall not do any of these things. But, if he is to be restrained from carrying on similar business for 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).

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Ajay Mishra

Ajay Mishra (Expert)
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19 January 2013
REGISTRATION OF PARTNERSHIP FIRM

Though registration of firm is not compulsory but partners usually go for registration because consequences of non registration are very severe and detrimental to their interest. The registration of the firm may be effected at any time by sending or by 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 and accompanied by prescribed fee stating the firm name ,the place or principal place of the business of the firm ,the names of any other places where the firm carries on business ,the date at which each partner joined the firm ,the names in full and permanent addresses of the partners and the duration of the firm. The statement shall be signed by all the partners, especially authorized in this behalf .When the Registrar is satisfied that the provisions have been duly complied with he shall record an entry of the statement in the register called Register of firms, and shall file the statement. Registration of the firm takes effect from the date of entry in register of firm.
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 the constitution of a Partnership is also required to be registered. But if it is not registered, then there are certain handicaps stated in section 69 of the Act, the main handicap being that a Partnership firm or its partner cannot file a suit against a third party. For the purpose of Income tax benefits it is necessary to register a Partnership will the Department under S. 184 and 185 of the Income Tax Act, 1961. But once a firm is registered then it is not necessary to register it again if there is any change in the constitution of the firm by adding a partner or omission of a partner by death or resignation.