Escolar Documentos
Profissional Documentos
Cultura Documentos
Topics Covered:
1) Definition and Characteristics of Partnership
2) Persons who are not a partner (partnership)
3) Difference between Partnership and Company
4) Types of Partners
5) Incoming and Outgoing Partner
6) Rights and Duties of a Partner
7) Dissolution of Partnership
8) Registration of a Partnership Firm
9) Effect of Non Registration of a Partnership Firm
10)
Position of a Minor in a Partnership
11)
Difference between Partnership and LLP
I)
he was a partner ; and (6) the other party must prove that he
had knowledge of the representation and acted on it, for
instance, gave the credit.
6. Partner in profits only:
When a partner agrees with the others that he would only share
the profits of the firm and would not be liable for its losses, he
is in own as partner in profits only.
V) Incoming and Outgoing Partners
Incoming Partner:
A new partner who will be joining the partnership firm. Partners
to a firm are free to develop any procedure or understanding
for inducting a new partner into their firm.
Such a method
can be included in the partnership agreement. The following
rules will apply in the absence of any agreement
1) New partner to be introduced into an existing
partnership firm with the consent of all the partners.
2) If there are senior partners (i.e. who have contributed
the bulk of the capital in the firm or who founded of
the business) they can induce new partners.
3) Incoming partner is only liable for the transactions
which were made after he has joined the firm.
Retirement of a Partner (Outgoing Partner):
1) A partner can be retired with the consent of all the
partners.
2) If there is any express agreement among the partners as
to how an outgoing partner will leave the firm then, that
agreement should be followed.
4) Right to Remuneration
Generally partners are not entitled to remuneration for
taking part in the business of the firm. However the
partnership deed may expressly provide for payment of
remuneration to some partners.
5) Right to share profits
Every partner has a right to share equally in the profits
earned by the firm.
6) Right to interest on capital and advances
Generally partners are not entitled to interest on capital
advances made by them. However the partnership deed may
expressly provide for payment of interest on capital
advances to partners.
7) Right to be indemnified
Every partner has a right to be indemnified by the firm for
any payment made or liabilities incurred by him on behalf of
the frim.
8) Right to be consulted at the time of admission of a new
partner
It is the right of every partner to be consulted at the time of
admitting of a new a new partner in the firm.
9) Right to retire from the firm
Every partner has a right to retire from the firm if he finds
difficult to adjust with the other partners.
10) Right not to be expelled
Every partner has a right to continue in the firm and cannot be
expelled by other partners.
Duties of a Partner
1) Duty of Good faith
d) Insolvency of a partner.
In these last four cases the partnership agreement may provide
whether the firm will be dissolved or not on the happening of
any of the four events. In the 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 assets of
the Firm.
A partnership can also be dissolved by the Court under the
circumstances mentioned in section 44 of the Act.
Where the partnership is 'at will' the partnership can be
dissolved by any partner or partners giving notice of his/their
intention to dissolve the firm.
VIII) Registration of a Partnership Firm
A partnership firm is required to be registered under
sections 58 and 59 of the Partnership Act, though it is not
compulsory except in the state of Maharashtra
Registration means the act of getting the partnership firm
registered with the Registrar of Firms of the area in which the
place of business is situated or proposed to be situated.
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 S.69 of the Act.
The main handicap being that a partnership firm or its partner
cannot file a suit against a third party. In Maharashtra, the
Section is made more stringent making registration almost
compulsory.
b)his share shall not be liable for any acts of the firm done after
the date of the notice, and
c) he shall be entitled to sue the partners for his share of the
property and profits in accordance with sub-section (4).
XI) Difference between LLP and Partnership
S.No
.
1.
2.
3.
4.
5.
6.
7.
PARTICULARS
8.
Common Seal
9.
Formalities
Incorporation
10.
LIMITED LIABILITY
PARTNERSHIP
PARTNERSHIP FIRM
Partnership is a relation
between persons who
have agreed to share the
profits of business carried
on by all or any of them
acting
for
all
with
unlimited liability.
The Indian Partnership
Act, 1932
Optional
Created by contract
It is not separate legal
entity from partners.
It does not have perpetual
succession.
Partnership
firm
can
purchase
movable
/
immoveable property only
in the name of its
partners.
LLP has its own common Not required
seal.
It denotes the signature of
the LLP.
Various
documents
/ Partnership deed along
of declarations executed in with
form/
affidavit
prescribed formats pre-filled required to be filed with
in designated e-forms are Registrar of firms along
required to be filed with with requisite filing fees.
ROC along with filing fee.
LLP can also sue and be Only
registered
Legal Proceeding
11.
Name
12.
Liability
sued
Suffix LLP or
Limited
Liability Partnership has to
be added to the name.
Liability
of
partners
is
limited up to their capital
contribution. However in
case a partners acts with an
intention to conduct fraud,
they are personally liable.
/ A partner can enter into
contract with the LLP
by
Liability of
unlimited
partners
is
13.
Contracts
Business
transaction
Members
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
Remuneration
Salary
/ provided
only if provided in the LLP
agreement.
LLP Agreement is a charter
Charter Agreement of the LLP which denotes its
scope of operation.
24.
Meetings
25.
Voting Rights