Default Rule Under the Partnership Act
In the absence of a written deed or if the deed is silent, the law assumes equal voting rights for all partners.

• Each partner has an equal say in decision-making
  
• Voting is generally done per capita, not based on capital
  
• Majority decisions are binding, except for major changes
  
• Equal rights apply even if contributions differ
  
• All partners must agree to change the default rule
  

Customizing Voting Rights in the Deed
Partners can structure their voting rights based on investment, seniority, or roles by drafting them into the partnership deed.

• Voting power can be based on profit-sharing ratios
  
• Rights may be linked to capital contribution or workload
  
• Senior partners can be given veto or extra rights
  
• The deed may specify different voting thresholds for key decisions
  
• Terms must be in writing and agreed upon by all partners
  

Common Structures of Unequal Voting
Partnerships often create voting formulas to reflect real contributions and responsibilities.

• Weightage-based voting, e.g., 60:40 or 70:20:10 models
  
• Senior/junior partner arrangements with different powers
  
• Specific decisions requiring unanimous consent (e.g., admitting new partners)
  
• Executive committees or management boards within the firm
  
• Tie-breaking clauses granting a decisive vote to a managing partner
  

Legal Considerations and Dispute Avoidance
Proper legal drafting ensures clarity and prevents conflict over voting authority and decision-making.

• Voting terms should be clearly defined in the deed
  
• Must be documented to avoid disputes or misuse of power
  
• Any change in voting rights requires the consent of all partners
  
• Disputes without clear terms fall back on the equal rights rule
  
• The deed should outline voting rights in both ordinary and special matters
  

Best Practices for Structuring Voting Rights
For fairness and smooth governance, voting rights should be designed to reflect contributions while maintaining operational balance.

• Align voting with financial and strategic contributions
  
• Clearly define categories of decisions and who controls them
  
• Revisit and revise the structure as the firm evolves
  
• Keep meeting minutes and voting records for transparency
  

Involve legal counsel when drafting non-standard arrangements