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Can a firm be dissolved without consent?

Dissolution by Court (Section 44)
A partner can apply to the court to dissolve the firm without the consent of others if certain conditions make it impossible to continue business jointly.

  • Grounds include insanity, permanent incapacity, misconduct, breach of agreement, or persistent losses
  • The court considers whether the continuation of the firm is reasonably possible
  • The applicant need not obtain consent from all partners
  • The court’s decision is binding even if others object
  • This is a key safeguard against unfair or unworkable partnerships

Dissolution Due to Insolvency or Death
A firm may dissolve automatically or by legal operation if a partner becomes insolvent or dies—without the need for formal consent.

  • Insolvency of a partner makes them legally incapable of being a partner
  • The death of a partner dissolves the firm unless otherwise agreed in the deed
  • Surviving partners may reconstitute the firm with the same or a new name
  • Creditors must be settled from the firm and partner assets
  • The legal notice is recommended for formal dissolution and liability limitation

Dissolution at Will by One Partner
In a partnership at will, any one partner can dissolve the firm unilaterally by giving written notice to the other partners.

  • No consent from others is required
  • Notice must clearly state the intention to dissolve
  • The dissolution is effective from the date mentioned in the notice
  • Other partners must accept the legal consequences
  • This applies only if the firm is not formed for a fixed term or specific project

Expiry or Completion of Purpose
If the firm was formed for a specific period or a particular venture, it is automatically dissolved when the term expires or the task is completed.

  • No need for fresh consent to end the firm
  • Applicable in “particular partnership” or “fixed-term partnership”
  • Partners may mutually decide to continue, but formal reconstitution is required
  • Financial and legal closure must follow completion
  • This prevents forced continuation beyond agreed scope

Illegality or Unlawful Business
A firm is immediately dissolved if its business becomes illegal due to changes in law or regulatory prohibition—consent is irrelevant.

  • Example: Government bans the firm’s line of business or revokes its license
  • Occurs even if all partners wish to continue
  • No formal agreement needed—dissolution is automatic by law
  • All operations must cease, and liabilities settled
  • Partners may face penalties if the illegal business is continued knowingly

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