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Can a partnership operate without a deed?

Legal Validity Without a Deed
The law recognizes a partnership based on mutual agreement, even if it’s oral. A written deed is not compulsory for formation or operation.

  • A partnership can exist through verbal agreement or conduct
  • No legal requirement to register a deed to start operations
  • The absence of a deed does not affect the firm’s existence
  • Partners must agree to share profits and run the business jointly
  • The firm can still be registered under the Act without a deed

Default Provisions Under the Act
If there is no deed, the Indian Partnership Act, 1932 provides default rules for governing the relationship among partners.

  • Profits and losses are shared equally regardless of capital contribution
  • No partner is entitled to interest on capital by default
  • Every partner has equal authority in the business
  • Disputes are settled as per the default provisions of the Act
  • There is no provision for remuneration unless agreed informally

Risks of Not Having a Deed
Operating without a deed increases the risk of disagreements and legal complications due to undefined roles and terms.

  • Difficult to prove terms in court during disputes
  • Disagreements over profit sharing or duties may arise
  • Lack of clarity on partner exits, retirement, or death
  • No predefined terms for capital contribution or withdrawal
  • Risk of unequal control and misuse of authority

Benefits of Having a Deed
A written deed offers structure, legal clarity, and protection to all partners. It helps prevent and resolve conflicts.

  • Clearly outlines roles, responsibilities, and profit sharing
  • Serves as legal evidence in court
  • Includes rules for adding or removing partners
  • Helps in smoother financial and tax management
  • Establishes terms for dissolution and dispute resolution

Registration Without a Deed
While not required, a deed simplifies the process of registering the firm with the Registrar of Firms.

  • The registrar often asks for a copy of the partnership deed
  • Registered firms get access to legal remedies in court
  • A deed helps in opening bank accounts and applying for GST
  • Necessary for establishing credibility with clients and vendors
  • Enables partners to define and limit liability formally

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