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 What are common mistakes in partnership formation?

Lack of a Written Partnership Deed
One of the most frequent and risky mistakes is starting a partnership without a formal written agreement.

  • Leads to confusion about profit sharing, roles, and authority
  • Makes it hard to resolve disputes legally
  • Default rules under the Indian Partnership Act may apply unintentionally
  • No clarity on capital contribution or withdrawal procedures
  • Courts find it harder to enforce verbal agreements

Unclear Profit and Loss Sharing Arrangements
Partners often fail to properly define how profits and losses will be divided.

  • Equal sharing applies by default if not specified, regardless of contribution
  • May cause disputes if one partner invests more but gets equal returns
  • Lack of clarity on reinvestment vs. personal withdrawal
  • No provision for compensation to working partners
  • Can create tax and accounting inconsistencies

No Defined Roles and Responsibilities
Without specifying each partner’s duties and powers, operational issues quickly arise.

  • Partners may overstep or underperform due to undefined boundaries
  • Leads to duplication of effort or important tasks being ignored
  • No accountability for day-to-day decisions or strategic choices
  • Disputes arise over business control and authority
  • New hires or team members get confused about the reporting structure

Failure to Register the Partnership Firm
Though not mandatory, non-registration limits legal rights and protections.

  • Unregistered firms cannot sue third parties or even other partners
  • Partners lose enforceability of rights in court
  • May face difficulties opening bank accounts or applying for tenders
  • Reduced credibility with clients, investors, and government departments
  • Misses out on formal recognition and statutory benefits

Ignoring Exit, Retirement, or Dispute Clauses
Many partnerships are formed in goodwill but lack planning for breakdowns.

  • No defined process for partner resignation, retirement, or expulsion
  • Disputes cannot be resolved without court intervention
  • No clarity on the division of assets if the firm dissolves
  • A partner’s death or insolvency creates legal complications
  • Surviving partners face confusion in succession or business continuity

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