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Legal Documents

Partnership Deed Format: Essential Clauses and Legal Requirements in India

By Content Admin • Updated September 2026 • 6 min read

A partnership deed is the foundational agreement between partners of a business firm. Without a properly drafted deed, Indian law fills the gaps with default rules from the Indian Partnership Act 1932 — which are often unfair to one partner. This guide covers every essential clause, registration requirements, and the legal consequences of operating without a deed.

Key Takeaways

  • A partnership deed is governed by the Indian Partnership Act 1932.
  • Written deed is not mandatory — but without one, profit sharing defaults to equal split.
  • Registration with the Registrar of Firms is optional but strongly recommended (unregistered firms cannot sue).
  • Deed must be on stamp paper — stamp duty varies by state (₹500–₹2,000).
  • Partners have unlimited personal liability in a general partnership — unlike an LLP.

What is a partnership deed and why is it needed?

A partnership deed (also called a Partnership Agreement) is a written contract between two or more persons who agree to carry on business together and share profits and losses. It is governed by the Indian Partnership Act 1932.

A properly drafted deed avoids the most common partnership disputes — disagreements over profit sharing, management authority, and what happens when a partner wants to exit.

What are the essential clauses in a partnership deed?

  1. Firm name and business address
  2. Names and addresses of all partners
  3. Nature of business: Description of the principal business activity
  4. Date of commencement
  5. Duration: Whether the partnership is for a fixed term or at will
  6. Capital contribution: Amount or assets contributed by each partner
  7. Profit and loss sharing ratio: Expressed as a fraction or percentage
  8. Interest on capital: Whether partners earn interest on their capital (default under Act: nil)
  9. Partner salaries/remuneration: Whether partners draw a salary; amount and conditions
  10. Drawings: How much each partner can withdraw from the firm’s account
  11. Banking and signing authority: Which partners can operate bank accounts and execute contracts
  12. Accounts and audit: How books of accounts are maintained and audited
  13. Admission of new partners: Process and conditions
  14. Retirement and exit: How a partner may retire; valuation of their share
  15. Death of a partner: What happens — dissolution or continuation with legal heirs
  16. Dissolution: Grounds for dissolution and how assets are distributed
  17. Dispute resolution: Arbitration or court jurisdiction

What are the default rules when there is no deed?

Issue Default Rule (Indian Partnership Act 1932)
Profit sharing Equal among all partners
Salary to partners No salary — even if one partner works full-time
Interest on capital Nil
Interest on loans by partners 6% per annum
Management authority Every partner has equal right to participate

Should a partnership firm be registered in India?

Registration with the Registrar of Firms is optional but strongly recommended. An unregistered firm faces these legal limitations:

  • Cannot file a suit to enforce a contract against a third party
  • A partner cannot sue another partner or the firm
  • Cannot claim set-off in any proceeding by a third party
Registration Process: Apply to the Registrar of Firms in your state by filing an application with the deed, partner details, and prescribed fee. Most states process registration within 15–30 working days.

What is the stamp duty on a partnership deed?

The partnership deed must be executed on non-judicial stamp paper. Stamp duty varies by state:

State Stamp Duty
Maharashtra ₹500
Delhi ₹500
Karnataka ₹500
Tamil Nadu ₹1,000
Gujarat ₹2,000

What are the types of partners in an Indian partnership?

Type Description Liability
Active/General Partner Participates in management and business Unlimited
Sleeping/Dormant Partner Contributes capital but does not manage Unlimited
Nominal Partner Name used for goodwill only; no capital or profit share Unlimited as to third parties
Minor Partner Admitted to benefits only; cannot manage Limited to share in firm

How can Tradeviser help you draft a partnership deed?

Tradeviser drafts registered partnership deeds customised to your business — covering capital structure, profit sharing, exit rights, and dispute resolution — and handles registration with the Registrar of Firms.

Get a Registered Partnership Deed

Tradeviser drafts and registers partnership deeds under the Indian Partnership Act — protecting all partners with clearly defined rights, ratios, and exit terms.

Draft Your Partnership Deed

Frequently Asked Questions

Is a partnership deed mandatory in India?

No — a partnership can be oral. But without a written deed, the Indian Partnership Act’s default rules apply, which may be unfair to one or more partners.

Does a partnership deed need to be registered?

Registration is optional, but an unregistered firm cannot file suits against third parties. Registration is strongly recommended.

What is the stamp duty on a partnership deed?

₹500–₹2,000 depending on the state.

What happens if there is no partnership deed?

The Indian Partnership Act defaults apply: equal profit sharing, no salary for partners, no interest on capital.

Can a minor be a partner in a firm?

A minor can be admitted to benefits of partnership (profit share only), but cannot be a full partner with management rights or unlimited liability.