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Partnership Deed Format: Essential Clauses and Legal Requirements in India
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.
In This Article
- What is a partnership deed and why is it needed?
- What are the essential clauses in a partnership deed?
- What are the default rules when there is no deed?
- Should a partnership firm be registered in India?
- What is the stamp duty on a partnership deed?
- What are the types of partners in an Indian partnership?
- How can Tradeviser help you draft a partnership deed?
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?
- Firm name and business address
- Names and addresses of all partners
- Nature of business: Description of the principal business activity
- Date of commencement
- Duration: Whether the partnership is for a fixed term or at will
- Capital contribution: Amount or assets contributed by each partner
- Profit and loss sharing ratio: Expressed as a fraction or percentage
- Interest on capital: Whether partners earn interest on their capital (default under Act: nil)
- Partner salaries/remuneration: Whether partners draw a salary; amount and conditions
- Drawings: How much each partner can withdraw from the firm’s account
- Banking and signing authority: Which partners can operate bank accounts and execute contracts
- Accounts and audit: How books of accounts are maintained and audited
- Admission of new partners: Process and conditions
- Retirement and exit: How a partner may retire; valuation of their share
- Death of a partner: What happens — dissolution or continuation with legal heirs
- Dissolution: Grounds for dissolution and how assets are distributed
- 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
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.
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