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Partnership Firm Formation and Registration in India

A partnership firm is formed by the two or more person who desires to come together to form a business and divide the profits thereof in an agreed ratio. A Partnership is easy to form, and the compliance is minimal as compared to companies. It is not mandatory for any partnership firm to obtain registration however it is always advisable for the partnership firm to get registration due to the following reasons-

  • In case a partnership firm is unregistered then a partner cannot file a suit in any court against the firm or other partners for the enforcement of any right arising from a contract or right conferred by the Partnership Act
  • If a partnership firm is unregistered then a right arising from a contract cannot be enforced in any Court by or on behalf of the firm against any third party
  • Further, the unregistered partnership firm or any of its partners cannot claim a set off (i.e. mutual adjustment of debts owned by the disputant parties to one another) or other proceedings in a dispute with a third party.

Thus it highly recommended that the partnership firm shall be registered.

How to form and register a partnership firm

Initially to incorporate a partnership firm an appropriate name must be selected for the firm. An effort shall be made to select a unique name reflecting the activities of the firm.

Further, the decision shall be taken whether the firm shall be registered or not. 

In case the partners want to register the partnership firm then an agreement between the partners shall be formed regarding the conduct of the partnership firm, the rights, responsibilities of the partners etc. 

The deed created by the partners should be on a stamp paper in accordance with the Indian Stamp Act. Further, each partner should have a copy of the partnership deed.

Agreement between the partnership firm is known as the partnership deed. This deed generally specifies the rights, duties, profits shares and other obligations of each partner. Partnership deed can be written or oral, although it is always advisable to write a partnership deed to avoid any conflicts in the future.

Following details are required to be specified in the partnership deed-

  1. Name and address of the firm and all the partners
  2. Nature of business
  3. Date of starting of business Capital to be contributed by each partner
  4. Capital to be contributed by each partner
  5. Profit/loss sharing ratio among the partners

Further following specific clauses may also be mentioned to avoid any conflict at a later stage:

  1. Interest on capital invested, drawings by partners or any loans provided by partners to firm
  2. Salaries, commissions or any other amount to be payable to partners
  3. Rights of each partner, including additional rights to be enjoyed by the active partners
  4. Duties and obligations of all partners
  5. Adjustments or processes to be followed on account of retirement or death of a partner or dissolution of firm

6. Other clauses as partners may decide by mutual discussion

Partnership Firms Annual Compliances in India

Partnership firms are incorporated by two or more persons who agree to come together and carry out a business and share the profits and losses carried on by any one of them or all of them. The legal identity of the partnership firm is not separate from its members thus the partners are personally liable for discharging the liabilities of the partnership firm. Further, in India the partnership firms are registered under the Partnership Act 1932. 

Annual compliances mean conforming to a rule, policy or law and submitting certain reports annually. The annual compliance requirements of the partnership firm are very less as compared to other forms of companies like private limited, public companies and limited liability partnership.

Compliances for Partnership Firm

  1. Common Compliance- There are certain common compliance requirement which every partnership firm is required to fulfill within the specified period of time. Failing to comply with any of the provisions may cause trouble for the partnership firm and the partners. The various common compliance requirements for partnership firms are as follows-
  • Every registered partnership firm shall file form-1 within 1 year to establish the registration of firm.
  • In case of the change in Firm Name or Principal Place or Nature of Business, Form II shall be filed within a time limit of 90 days.
  • Any information of Closing and Opening of Branches in Form III with a time limit of 90 days.
  • Information regarding the Change in Name/Address of Partner in Form IV with a time limit of 90 days.
  • Any change in Constitution or Dissolution of firm in Form V with a time limit of 90 days
  • In case a minor becomes major and elects to become or not to become the partner then information of such event shall be filed in Form VI with a time limit of 90 days.
  1. Tax Compliances- Every partnership firm is required to obtain a permanent account number and Tax Deduction Account Number registration from the Income Tax Department or the relevant Authorities once it is registered.
  2. Filing of income returns- Every partnership firm is required to file its income tax returns annually irrespective of the amount of loss or revenue. The partnership firm is required to file returns electronically with or without attaching a digital signature certificate.

However when the annual turnover of partnership exceeds rupees one lakhs then such firm is required to get its accounts audited. Further, if the accounts of the partnership firm are audited then the returns shall be furnished with DSC attached.


After taking a close look at the compliance requirement of partnership firm it can be concluded that the compliance requirement of the partnership firm is not very stringent. However in order to ensure more efficient working of partnership firms more Compliances can be implemented in light of Wealth Tax, 1957, Excise Duties, Customs Act, 1962, Service Tax and Local taxes, Labor Laws such as Provident Fund Act, 1952, Employees State Insurance, 1948, Minimum Wages Act, 1948, and Factories Act, 1948 can be included for compliance purposes of partnership firm.

Partnership firm registration in India

Partnership is a group Business form where people make their put together an idea towards Business with mutual understanding. Partnership can be between individual, Business groups, government and many other organisational bodies. Partnership firm can have limited liability or unlimited liability. It is mainly done to make things achievable in a profitable manner.

Business can be between two companies making joint ventures with consortium. Partners can be for research project and industrial projects. People make partnership firm to have a stronger position on the market and comply with specific regulation. Partnership firm Registration in India makes a firm a legal entity.

Steps of Partnership firm Registration in India

Choose a partnership name

Partners are allowed to pick any name as they want for their firm subject to the accompanying principles. The names must not be excessively indistinguishable or comparative, making it impossible to the name of another current firm doing comparable business, in order to stay away from disarray. The name must not contain words like Crown, Emperor, Empress, Empire or words communicating or inferring the authorize, endorsement or support of the Government, with the exception of when the State Government implies its assent (in composing) to the utilization of such words as a major aspect of the firm name.

Create a partnership deed

The record in which the individual rights and commitments of the individuals from an organization is composed is known as the Partnership Deed. An partnership deed understanding might be composed or oral. Nonetheless, for all intents and purposes an oral understanding does not have any an incentive for assess purposes and along these lines the association ought to be composed. The accompanying are the fundamental attributes of an organization deed:

  • Nature of business to be carried on
  • Name and address of the firm as well as all the partners
  • Duration of partnership (whether for a fixed period/project)
  • Capital contribution by each partner
  • Date of commencement of business
  • Profit sharing ratio among the partners

Consider whether extra statements are required

Partners may likewise say any extra statements. A portion of the cases of extra provisions which might be said in the association deed are specified underneath:

  • Salaries, commissions and so forth, assuming any, payable to accomplices
  • Method of getting ready records and game plan for review
  • Interest on the accomplice's capital, compliances' credit, and intrigue, assuming any, to be charged on illustrations.
  • Division of errand and duty, to be specific, the obligations, forces and commitments of the considerable number of accomplices.
  • The principles to be followed if there should be an occurrence of retirement, passing and confirmation of an accomplice.

Do the partnership deed in the fitting structure. The deed so made by the accomplices ought to be on a stamp paper as per the Indian Stamp Act. Each accomplice ought to have a duplicate of the association deed. A Copy of the Partnership Deed

Choose whether or not to enlist the partnership firm

Associations in India are represented by the Indian Partnership Act, 1932. According to the Partnership Act, Registration of organization firms is discretionary and is completely at the carefulness of the accomplices. The Partners could conceivably enlist their Partnership Agreement. In any case, for the situation where the organization deed is not enrolled, the accomplices will be unable to appreciate the advantages which an enlisted association firm appreciates.

Registration of an organization firm might be done before beginning the business or whenever amid the continuation of association. Notwithstanding, where the firm expects to record a case in the court to implement rights emerging from the agreement, the registration ought to be done before documenting the case.

Application for Registration of Partnership in Form No. 1

  • Properly filled example of Affidavit
  • Ensured True Copy of the Partnership Deed
  • Proprietorship verification of the foremost place of business or rental/rent understanding thereof.
  • Sign the application. The application or proclamation must be marked by every one of the accomplices, or by their specialists particularly approved for this benefit.

Anticipate that the registration procedure will continue formally

At the point when the enlistment center is happy with the focuses expressed in the association deed, he or she should record a passage of the announcement in an enlist called the Register of Firms and issue a Certificate of Registration. The Register of Firms kept up at the workplace of the Registrar contains finish and forward data about each enrolled firm.

This Register of Firms is interested in examination by any individual on instalment of the endorsed charges; any individual inspired by review the subtle elements of any firm can ask for the Registrar of Firms for the same and on instalment of the recommended expenses, a duplicate of all points of interest of the firm enlisted with the Registrar will be given to the candidate.

Types of Companies under Ministry of Corporate Affairs

Ministry of Corporate affairs is an Indian ministry that is primarily concerned with Companies Act, 2013, Companies Act, 1956, Limited Liability partnership act 2008 and other  rules and regulations. The responsibility of this Ministry is regulation of Indian enterprises in Industrial and Services sector.

Companies can be registered in India

Private Limited Company-It is the type of company recommended for Business. The cost of registration of the private limited company is cheaper than other forms of a company. Private limited should have a minimum of 2 members and can have maximum 200 members. In this company liabilities are limited and it has some features of a partnership.

People mostly prefer this of the company for fundraising. The degree of operation and ownership can easily separate in this type of company. Business can be exited without any hassle. In this members are limited to only contribute towards a number of shares.      

One Person Company-It is the type of company which can be started by a Single member.OPC is the latest form of company in Companies Act, 2013. One person can become the director as well as the shareholder. Similar to the private limited company as the degree of operation and ownership are on the separate basis. 

OPC gives wings in the hand of Sole proprietor to form the company under with full control. It is done without any interference of the third person. This type is easy for an entrepreneur to directly target the market. Fundraising from banks and the financial institution is easy. People who are Indians and resident in India can form OPC.     

Public Limited Company-This is a publicly held company. A large amount of capital investment can easily be obtained. These types companies are considered to be a more transparent business model as compared to other business structures. Investors get the choice of transferring their ownership in the company without any hassle by just selling the shares.

Section 8 Company-These companies are basically formed to encourage arts science, sports, education, research, social welfare, religion, charity, etc. These kinds businesses do not play any vital role in profit. Company Intends to prohibit the payment of any dividend to its members. These companies are the non-profit making company.

Section 8 company was incorporated mainly for welfare purposes. Previously, it was defined as Section-25 Company. Due to commencement of Companies act, 2013 it was called as Section-8 Company

Nidhi Company- Nidhi Company comes from the Hindi word ‘Nidhi’ means fund. These are the  NonBanking financial corporation. These are also known as mutual benefit funds. Nidhi company is known in the corporate scenario is member benefits company. Companies are formed for the welfare of the members and to increase saving habits.  

Other types of Companies

There are some more types companies which can be registered in India.

  • Companies that have unlimited liability
  • Producer Company
  • Joint Venture Company
Checklist of the Documents required for the Firm Registration

Firm registration in India is a step-by-step process and every step in this process requires different documents to be submitted.

A standard procedure includes four major steps:

  1. Application for Director Identification Number (DIN) or Designated Partner Identification Number (DPIN)
  2. Register Digital Signature Certificate (DSC)
  3. Account in Ministry of Corporate Affairs (MCA) Portal
  4. Incorporate a LLP

The documents required for the registration of a firm in India include all of the following.

  • While filing for Director Identification Number (DIN) or Designated Partner Identification Number (DPIN) along with form DIR-3, the following documents must be scanned
    • High-resolution photograph
    • PAN card copy
    • Passport copy as an identity proof
    • Proof of father’s name
    • Verification form DIR-4
  • While incorporating a Company name the following documents are to be submitted
    • Form 1 – This application is filled for declaration for incorporation of a company
    • Form 1A – It is the application form to be filled for availability or change of a company name with the ROC. Once you apply for new company name, MCA will suggest four forms of company name as available to be registered; out of which you will have to choose one.
    • Form 18 – This form is filled for the notice of situation of a new company office Form 32 – This form must be filled for notice for appointment of new Directors, Managers and Secretary
  • Other documents that must be scanned and submitted
    • Letter of consent from the Directors of the company
    • Signed and stamped copies of Memorandum of Association (MOA)
    • Signed and stamped copies of Articles of Association (AOA)
    • Power of Attorney

Once the above documents are submitted, the documents are validated for authenticity and the registration process of a firm begins.

Removal or Resignation of Partner from LLP

Limited Liability Partnership (LLP), which is limited liability partnership, is a company where all partners have limited liabilities. Here, one partner is not responsible for other partners’ diligence or negligence.

Features of LLP

  • Limited liability protection is one of the main advantages in small and medium sized businesses
  • It forms a simple working condition limiting liability to partners.
  • The existence and running of LLP does not solely depend on either of the partner. For example, with the demise of a partner in Partnership Company may cause the company to disintegrate. Whereas, in LLP, it may not cease to exist in such a case. The partners of an LLP may keep changing from time to time and it will not affect the LLP’s continuity.
  • The liability of partners in LLP is limited to the amount of capital invested and there is no minimum limit to the amount of capital to be invested.
  • In a partnership firm, minimum number of partners is two and maximum is limited to ten. However in LLP, there is no upper limit to number of partners.

Removal or Resignation of Partner

Removal or resignation of a Partner from an LLP can happen for many reasons. A Partner may cease to exist as Partner in the LLP in the following scenarios:

  • Death of the Partner
  • Dissolution of the LLP
  • If Partner is declared to be of unstable mind
  • If Partner is declared as insolvent

A Partner may be removed from LLP only if the agreement provides such clauses or in the above-mentioned scenarios only. Until then, a majority of Partners cannot vote out a Partner from LLP.

Removal of Partner by majority will require filing a form within 30 days of the decision-making duly signed by a designated Partner and the records being validated by a chartered accountant.

Resignation by a Partner requires a notice of resignation 30 days in advance of the intention by the Partner. Other Partners must accept the resignation and all balances and debts must be settled as per agreement.

The procedure of removal or resignation of Partner from LLP is simple, although one should be prepared for the complexities it involves. Such as:

  • Preparation of financial statements and division of assets among the Partners from the date of resignation
  • Redrafting the LLP agreement
  • Tax compliances applicable to retiring Partner
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