DRAFT PARTNERSHIP DEED
THIS Partnership Deed made at ...... this...... Day of ...... 20......
BETWEEN
1. FIRST PARTY, and
2. SECOND PARTY,
(BOTH THE FIRST & SECOND PARTY SHALL BE COLLECTIVELY REFERRED TO AS PARTNERS)
WHEREAS the First Party is ______
WHEREAS the Second Party is ______
NOW The First & Second Party are interested in forming a Partnership under the and that they intends to write done the terms and conditions of the said formation and
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS
1. A Partnership shall be carried on in the name and style of _____ shall be formed
2. The Partnership shall have its registered office at ______India and/or at such other place or places, as shall be agreed to by the majority of the partners from time to time.
3. The Capital of the Partnership shall be ______which shall be contributed by the partners in the following proportions.
First Party: Rs ______
Second Party: Rs ______
The further Capital if any required by the Partnership shall be brought by the partners in their profit sharing ratio.
4. All the Partners of the Partnership are entitled to share profit and losses in the ratio of their respective capital in the Partnership.
5. The business of the Partnership shall be engaged in the business of ______.
Admission of New Partner
6. No Person may be introduced as a new partner without the consent of all the existing partners. Such incoming partner shall give his prior consent to act as Partner of the Partnership.
7. The capital of the partner may be tangible, intangible, Moveable or immoveable property and the incoming partner shall bring minimum capital of Rs. _____.
8. The Profit sharing ratio of the incoming partner will be in proportion to his capital towards Partnership.
Rights of Partner
9. All the partners hereto shall have the rights, title and interest in all the assets and properties in the said Partnership in the proportion of their capital.
10. Every partner has a right to have access to and to inspect and copy any books of the Partnership.
11. Each of the parties hereto shall be entitled to carry on their own, separate and independent business as hitherto they might be doing or they may hereafter do as they deem fit and proper and other partners and the Partnership shall have no objection thereto provided that the said partner has intimated the said fact to the Partnership before the start of the independent business and moreover he shall not uses the name of the Partnership to carry on the said business.
12. That notwithstanding anything contained in the Indian Partnership Act it is hereby mutually agreed to by and between the parties that in case of death of any one or more partners, the firm shall not be dissolved but shall continue to be carried on by and between the surviving partners and legal heirs and/or representatives of the deceased partner, as a continuing concern, on the same terms and conditions as incorporated in this Deed or on such terms and conditions as may be agreed to by and between them from time to time. It is hereby further clarified that it shall be deemed as change in constitution and not succession.
13. All bonds, bills, notes, bills of exchange, hundies or promissory notes or other securities given on behalf of the partnership (except cheques) shall be signed, endorsed, accepted or executed jointly by all the Partners and any bond, bill, note, bill of exchange, etc. to which any partner may be a party contrary to this provision shall be deemed to have been on the personal account of such partner and he shall pay and discharge the same out of his own moneys and indemnify other partners and the firm against payment thereof and against all actions, proceedings, costs, charges, expenses, claims and demands in respect thereof.
Duties of Partners
14. That First & Second Party shall actively engage in conducting the affairs of the business of the partnership firm. The said partners shall be working partners. It is hereby agreed to that in consideration of the said parties keeping themselves actively engaged in the business of the partnership firm and working as working partners, shall be entitled to remuneration.
The remuneration payable to the said working partners shall be computed in the manner laid down or deduction under section 40(b)(v), read with Explanation 3 of the Income-tax Act, 1961 or any other applicable provision as may be in force in the income-tax assessment of the partnership firm for the relevant accounting year
15. Every partner shall account to the Partnership for any benefit derived by him without the consent of the Partnership from any transaction concerning the Partnership, or from any use by him of the property, name or any business connection of the Partnership.
16. Every partner shall indemnify the Partnership and the other existing partner for any loss caused to it by his fraud in the conduct of the business of the Partnership.
17. Each partner shall render true accounts and full information of all things affecting the Partnership to any partner or his legal representatives.
18. In case any of the Partner of the Partnership desires to transfer or assign his interest or shares in the Partnership he has to offer the same to the remaining partners by giving 15 days notice. In the absence of any communication by the remaining partners the concerned partner can transfer or assign his share in the market.
19. No partner shall without the written consent of the other Partners ,--
I. Employ any money, goods or effects of the Partnership or pledge the credit thereof except in the ordinary course of business and upon the account or for the benefit of the Partnership.
II. Lend money or give credit on behalf of the Partnership or to have any dealings with any persons, company or firm whom the other partner previously in writing have forbidden it to trust or deal with. Any loss incurred through any breach of provisions shall be made good with the Partnership by the partner incurring the same.
III. Assign, mortgage or charge his or her share" in the Partnership or any asset or property thereof or make any other person a partner therein.
IV. Compromise or compound or (except upon payment in full) release or discharge any debt due to the Partnership except upon the written consent given by the other partner.
20. Each partner shall--
I. Punctually pay and discharge the separate debts and engagement and indemnify the other partners and the Partnership assets against the same and all proceedings, costs, claims and demands in respect thereof.
II. Each of the partners shall give time and attention as may be required for the fulfillment of the objectives of the Partnership business and they all shall be the working partners.
Extent of Liability of Partnership
21. Partnership is not bound by anything done by a partner in dealing with a person if—
I. the partner in fact has no authority to act for the Partnership in doing a particular act; and
II. the person knows that he has no authority or does not know or believe him to be a partner of the Partnership.
Miscellaneous Provisions
22. The partnership can be wounded up with the consent of all the partners.
23. The Partnership shall indemnify each partner in respect of payments made and personal liabilities incurred by him—
I. in the ordinary and proper conduct of the business of the Partnership; or
II. in or about anything necessarily done for the preservation of the business or property of the Partnership.
24. The books of accounts of the firm shall be kept at the registered office of the Partnership for the reference of all the partners.
25. The accounting year of the Partnership shall be from 1st April of the year to 31st March of subsequent year. The first accounting year shall be from the date of commencement of this Partnership till 31st March _____.
26. It is expressly agreed that the bank account of the partnership shall be operated by the Second Party.
27. That upon the dissolution of the Partnership in any event not hereinafter provided for the said business, the assets, goodwill and liabilities thereof should absolutely vest on any one partner mutually decided by the parties to the partnership.
28. That the partners shall be entitled to modify the above terms relating to remuneration, interest, etc. payable to partners by executing a supplementary deed and such deed when executed shall have effect unless otherwise provided from the first day of accounting period in which such supplementary deed is executed and the same shall form part of this deed of Partnership.
29. All disputes between the partners or between the Partner and the partnership arising out of the Partnership Deed which cannot be resolved in terms of this deed shall be referred for arbitration as per the provisions of the Arbitration and Conciliation Act, 1996 (26 of 1996).
IN WITNESS WHEREOF the parties have put their respective hands the day and year first hereinabove written
Signed and delivered by the
For and on behalf of
(Name of First Party) (Name of Second Party)
Witness:
a) Name:______
Address:______
Signature:______
b) Name:______
Address:______
Signature:______
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