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What happens if the partnership deed is silent on an issue?

Application of the Indian Partnership Act, 1932
If the deed is silent, the Indian Partnership Act fills in the gap by providing standard legal rules.

  • Equal sharing of profits and losses, regardless of capital
  • No partner is entitled to a salary or remuneration
  • No interest is paid on capital contributed unless agreed
  • Interest at 6% per annum is allowed on loans from partners
  • All partners have equal rights in decision-making and management

Dispute Resolution and Partner Rights
Unspecified terms can lead to disputes, which are then resolved using the Act or by mutual consent of partners.

  • Disputes are resolved through mutual agreement or arbitration
  • Equal voting rights apply unless otherwise agreed
  • A partner cannot be expelled without consent from others
  • Retirement or death-related matters follow legal procedure
  • Any ambiguity may delay resolution and affect business continuity

Financial Matters and Contributions
If financial terms are not defined in the deed, default legal provisions dictate how money matters are handled.

  • Contributions do not determine profit share by default
  • Capital withdrawal must be approved by all partners
  • Loans from partners earn 6% interest, but not capital
  • No provisions for additional benefits or commissions
  • Asset ownership remains collective unless partitioned

Authority and Business Operations
Lack of clarity in the deed about roles and decision-making powers can cause confusion in day-to-day business.

  • All partners have equal authority to bind the firm
  • No partner can claim exclusivity in management
  • Acts beyond the scope of the firm may not bind others
  • New partner admission requires the consent of all existing partners
  • No clear process for resignations or transfers without prior agreement

Importance of Updating the Deed
Regularly updating the deed helps avoid dependence on default rules and ensures clarity on essential matters.

  • The deed should cover profit sharing, dispute resolution, and exit terms
  • Amendments must be documented and signed by all partners
  • Changes should be notified to the Registrar if the firm is registered
  • A well-drafted deed minimizes legal risks and misunderstandings

Regular reviews keep the document aligned with evolving business needs

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