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What clauses are mandatory in a partnership deed?

Basic Identification and Business Details
These clauses establish the identity and framework of the partnership.

  • Name and address of the partnership firm
  • Names and addresses of all partners
  • Date of commencement of the partnership
  • Nature and scope of the business activity
  • Duration of the partnership (fixed term or at will)

Capital Contribution and Profit Sharing
These terms define the financial relationship and entitlements among partners.

  • Capital contributed by each partner (fixed or variable)
  • Profit and loss sharing ratio
  • Rules for additional capital or withdrawal of capital
  • Interest on capital and drawings, if any
  • Maintenance of capital and current accounts

Roles, Duties, and Powers of Partners
These clauses outline the day-to-day roles, authority, and obligations of each partner.

  • Roles and responsibilities of each partner
  • Authority to make decisions or enter into contracts
  • Provisions for working partners’ salary or remuneration
  • Restrictions on partners (non-compete, confidentiality, etc.)
  • Guidelines for admitting or removing partners

Dispute Resolution and Exit Terms
These clauses handle conflicts and exit scenarios in a structured and legal way.

  • Procedure for resolving disputes (e.g., arbitration, court)
  • Retirement, resignation, or expulsion of a partner
  • Handling the death or insolvency of a partner
  • Buyout rights and settlement of accounts
  • Rights and liabilities of continuing partners

Dissolution and Winding-Up Procedures
These terms define how the firm will close or wind up its affairs legally.

  • Conditions under which the firm may be dissolved
  • Process for liquidation of assets and payment of liabilities
  • Distribution of remaining assets among partners
  • Notice period for dissolution (if at will)
  • Public notice requirement for legal protection

Additional Clauses (Optional but Recommended)
While not mandatory, these enhance clarity and operational control.

  • Banking authority and cheque signing rights
  • Audit and financial reporting procedures
  • Insurance, indemnity, or liability clauses
  • Rules for amendments to the deed

Jurisdiction clause for legal proceedings

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