Partnership Deed: Meaning, Importance, Required Documents, Contents & Types
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11 JANUARY, 2024

A Partnership Deed defines each partner's roles, duties, and privileges, including how profits are shared, decision-making methods, contributions to capital, and the protocols for adding or retiring partners. This formal contract is essential for legal protection. Explore what partnership is and what its contents are in this article. 

What is a Partnership Deed?

A partnership deed is a legal agreement outlining terms for a business run by two or more individuals. It covers essential aspects like profit-sharing, obligations, rules, and more. This document, also known as the Partnership Agreement, holds legal weight. In addition to serving as a legal record in court, it brings benefits such as eligibility for PAN, opening a bank account, and obtaining GST registration or FSSAI license for the organisation. Understanding the partnership deed definition is crucial for forming and operating partnerships.

Necessity of Partnership Deed

A Partnership Deed, preferably written, holds immense importance for a business. While an oral agreement lacks legal weight, a written deed becomes vital in disputes. The explicit terms and conditions outlined in the deed act as a pre-emptive measure against misunderstandings among partners, defining duties, profit/loss ratios, and the amount invested by each partner. The importance of a partnership deed is rightfully stated, as it minimises the likelihood of conflicts and fosters a clear understanding among business owners.

Types of Partnership Deed

A partnership deed comes in various types that cater to the diverse nature of business relationships. The three primary types are:

  • General Partnership: This involves equal rights and responsibilities among partners, where any member can legally bind the entire group. Profits and liabilities are equally shared.
  • Limited Liability Partnership (LLP): Each member's liability is limited to their investment percentage, offering protection against personal accountability for the firm's debts.

Contents of a Partnership Deed

  • Firm’s Name: Unanimously agreed name
  • Partner Details: Comprehensive information about each partner
  • Firm’s Business: Business that the firm undertakes
  • Duration and Place: Intended establishment duration and place of business
  • Capital Contributions: Individual contributions by partners
  • Profit/Loss Sharing Ratio: Agreed ratio for profit/loss distribution
  • Salary and Commission: The deed specifies partners' salary and commission based on roles and capabilities.
  • Partner’s Drawings and Interests: Details partner's permitted drawings and interest on these.
  • Loans: Outlines Business Loan terms, partner borrowing options, and collateral.
  • Roles and Authority: Clearly defined duties, responsibilities, and authority for each partner
  • Remuneration: Provisions for partner salary or commission
  • Admission, Death, and Retirement: Process for admitting new partners or dealing with retirements or deaths
  • Goodwill Calculation: A defined method for calculating the firm’s goodwill
  • Dispute Resolution: Structured procedure for resolving partner disputes
  • Insolvency Handling: Guidelines for managing partner insolvency
  • Financial Settlement: Systematic approach for settling financial accounts during dissolution

How to Draft a Partnership Deed?

Partners can collectively draft the deed, ensuring mutual agreement on its clauses. Alternatively, legal professionals can assist in drafting.

  • The deed should encompass crucial clauses defining the partnership's terms and conditions.
  • Execution requires the involvement of at least two partners.
  • The deed should reflect a consensus among partners.
  • Ambiguity in clauses must be avoided, ensuring clear and precise details.
  • Use a non-judicial e-stamp paper valued at Rs. 200 or more based on the capital of the partnership firm.
  • All partners must sign each page of the deed.

Documents Required for Partnership Firm

Registering a partnership firm requires specific documents for legal compliance and validation:

  • Original Partnership Deed: A legally certified document outlining agreements among partners.
  • Personal Documents: Include PAN cards, Aadhaar copies, or driving licenses for all partners.
  • Address Proof: Validated through rental agreements and utility bills related to the firm's address.
  • GST Registration Documents: Essential for compliance with taxation regulations.
  • Affidavit: An affirmation of the accuracy of information stated in the partnership deed.
  • Form 1: A crucial application submitted during the partnership registration process.

Also Read: Cancelled Cheque: How to Write it When is it Required

Step-by-Step Guide & Process Creating a Partnership Deed

Creating a Partnership Deed involves several critical steps. Here's a concise guide to the registration process:

  • Firm Details: Include the firm's name, address, and individual addresses of all partners.
  • Business Nature: Clearly outline the nature of the business to be conducted.
  • Commencement Date: Specify the date when the business officially begins operations.
  • Duration: Indicate whether the partnership is for a fixed period or project-based.
  • Capital Contributions: Clearly state the capital contributed by each partner for transparency.
  • Profit Sharing Ratio: Define the ratio for sharing profits among the partners.

These essentials form the foundation of a partnership deed. Additional clauses may include:

  • Interest and Drawings: Specify interest on capital and partners' loans and terms for interest on drawings.
  • Salaries and Commissions: Detail any salaries or commissions payable to partners if applicable.
  • Accounting Procedures: Outline the method for preparing accounts and arrangements for audits.
  • Task Division: Define each partner's duties, powers, and obligations for effective task management.
  • Eventualities: Establish rules for retirement, death, or admission of a new partner.

Advantages of Partnership and Its Importance

Forming a partnership offers numerous advantages for business ventures. Partnerships allow for shared responsibilities and diverse skill sets, promoting efficient business operations. With a well-drafted partnership deed, the benefits multiply. It becomes a legally binding agreement, reducing conflicts by clearly defining each partner's roles and responsibilities. Additionally, a partnership deed helps outline profit and loss distribution, promoting fairness and preventing disputes.

Also Read: RBI Circular Guidelines on Current Account

Frequently Asked Questions (FAQs) About Partnership Deed

What are the cons of a Partnership Deed?

A Partnership Deed, while beneficial, may lead to inflexibility and potential conflicts if not updated regularly.

Can you explain the legal definition of a Partnership Deed?

A Partnership Deed is a legally binding document outlining the terms, responsibilities, and profit distribution among partners in a business.

How do I go about forming a Partnership Deed for my business?

To create a Partnership Deed, consult legal professionals to draft a comprehensive document aligning with your business needs.

Is there a guide on how to draft a Partnership Deed, and what elements should be included?

A comprehensive guide on drafting a Partnership Deed should cover essential elements such as business details, partner roles, and profit distribution.

How do Partnership Deeds work, and how do they vary?

Partnership deeds legally formalise agreements between partners and define roles, responsibilities, and profit distribution. They may vary based on business needs and structure.

Can you provide insights into specific considerations for a Business Partnership Deed?

Considerations for a Business Partnership Deed include outlining partner roles, responsibilities, dispute resolution mechanisms, and a clear profit-sharing structure.

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Disclaimer: This Article is for information purposes only. The views expressed in this Article do not necessarily constitute the views of Kotak Mahindra Bank Ltd. (“Bank”) or its employees. The Bank makes no warranty of any kind with respect to the completeness or accuracy of the material and articles contained in this Article. The information contained in this Article is sourced from empaneled external experts for the benefit of the customers and it does not constitute legal advice from the Bank. The Bank, its directors, employees and the contributors shall not be responsible or liable for any damage or loss resulting from or arising due to reliance on or use of any information contained herein. Tax laws are subject to amendment from time to time. The above information is for general understanding and reference. This is not legal advice or tax advice, and users are advised to consult their tax advisors before making any decision or taking any action.