CHAPTER – VII

Registration Of Firms

 

 

56. Power to exempt from application of this Chapter: The Provincial Government of any Province may, by notification in the official Gazette, direct that the provisions of this Chapter shall not apply to that Province or to any part thereof specified in the notification.


57. Appointment of Registrars: (1) The Provincial Government may appoint Registrars of Firms for the purposes of this Act, and may define the areas within which they shall exercise their powers and perform their duties.


(2) Every Registrar shall be deemed to be a public servant within the meaning of section 21 of the Pakistan Penal Code.


58. Application for registration:(1) The registration of a firm may be effected at any time by sending by post or delivering to the Registrar of the area in which any place of business of the firm is situated or proposed to be situated, a statement in the prescribed form and accompanied by the prescribed fee, stating –


(a) the firm name,


(b) the place or principal place of business of the firm.


(c) the names of any other places where the firm carries on business,


(d) the date when each partner joined the firm,


(e) the names in full and permanent addresses of the partners, and (f)


(f) the duration of the firm.


The statement shall be signed by all the partners, or by their agents specially authorised in this behalf.


(2) Each person signing the statement shall also verify it in the manner prescribed.


(3) A firm name shall not contain any of the following words, namely:-


“Government”, “Jinnah“, “Quaid-i-Azam” or words expressing or implying the sanction, approval or patronage of the Federal Government or any Provincial Government or the Quaid-i-Azam, except when the Provincial Government signifies its consent to these of such words as part of the firm name by order in writing.


(3A) A firm name shall not contain the name of the “United Nations” or its abbreviations through the use of its initial letters or of any subsidiary body set up by that body unless it has obtained the previous authorisation of the Secretary-General of the United Nations in writing.


(3B) A firm name shall not contain the name of the “World Health Organisation” or its abbreviations through the use of its initial letters unless it has obtained the previous authorisation of the Director-General in writing.


(3c) A firm name shall not contain any word which may be declared by the Provincial Government, by notification in the official Gazette, to be undesirable:


Provided that a firm which has as pad of its name any word declared by the Provincial Government to be undesirable shall, within one month of such declaration, alter its name and send a statement to this effect to the Registrar.


59. Registration: When the Registrar is satisfied that the provisions of section 58 have been duly complied with, he shall record an entry of the statement in a register called the Register of Firms, and shall file the statement.


60. Recording of alterations in firm name and principal place of business:(1) When an alteration is made in the firm name or in the location of the principal place of business of a registered firm, a statement may be sent to the Registrar accompanied by the prescribed fee, specifying the alteration, and signed and verified in the manner required under section 58.


(2) When the Registrar is satisfied that the provisions of sub-section (1) have been duly complied with, he shall amend the entry relating to the firm in the Register of Firms in accordance with the statement, and shall file it along with the statement relating to the firm filed under section 59.


61. Noting of closing and opening of branches: When a registered firm discontinues business at any place or begins to carry on business at any place, such place not being its principal place of business, any partner or agent of the firm may send intimation thereof to the Registrar, who shall make a note of such intimation in the entry relating to the firm in the Register of Firms, and shall file the intimation along with the statement relating to the firm filed under section 59.


62. Noting of change in name and addresses of partners:When any partner in a registered firm alters his name or permanent address, an intimation of the alteration may be sent by any partner or agent of the firm to the Registrar, who shall deal with it in the manner provided in section 61.


63. Recording of changes in and dissolution of a firm: (1) When a change occurs in the constitution of a registered firm any incoming, continuing or outgoing partner, and when a registered firm is dissolved any person who was a partner immediately before the dissolution, or the agent of any such partner or person specially authorised in this behalf, may give notice to the Registrar of such change or dissolution, specifying the date thereof; and the Registrar shall make a record of the notice in the entry relating to the firm in the Register of Firms, and shall file the notice along with the statement relating to the firm filed under section 59.


(2) Recording of withdrawal of a minor: When a minor who has been admitted to the benefits of partnership in a firm attains majority and elects to become or not to become a partner, and the firm is then a registered firm, he, or his agent specially authorised in this behalf, may give notice to the Registrar that he has or has not become a partner, and the Registrar shall deal with the notice in the manner provided in sub-section (1).


64. Rectification of mistake: (1) The Registrar shall have power at all times to rectify any mistake in order to bring the entry in the Register of firms relating to any firm into conformity with the documents relating to that firm filed under this Chapter.


(2) On application made by all the parties who have signed any document relating to the firm filed under this Chapter, the Registrar may rectify any mistake in such document or in the record or note thereof made in the Register of Firms.

 

65. Amendment of Register by order of Court: A court deciding any matter relating to a registered firm may direct that the Registrar shall make any amendment in the entry in the Register of Firms relating to such firm which is consequential upon its decision; and the Registrar shall amend the entry accordingly.


66. Inspection of Register and filed documents:

(1) The Register of Firms shall be open to inspection by any person on payment of such fee as may be prescribed.


(2) All statements, notices and intimations filed under this Chapter shall be open to inspection, subject to such conditions and on payment of such fee as may be prescribed.


67. Grant of copies:The Registrar shall on application furnish to any person, on payment of such fee as may be prescribed, a copy, certified under his hand, of any entry or portion thereof in the Register of Firms.


68. Rules of evidence: (1) Any statement, intimation or notice recorded or noted in the Register of Firms shall, as against any person by whom or on whose behalf such statement, intimation or notice was signed, be conclusive proof of any fact therein stated.


(2) A certified copy of an entry relating to a firm in the Register of Firms may be produced in proof of the fact of the registration of such firm, and of the contents of any statement, intimation or notice recorded or noted therein.

 

Illustration.-
A, B and C are partners in a registered firm. A retires. It will be as necessary for A as for B and C to give public notice of his retirement which under Sec. 72 of this Act, includes notice to the Registrar. If this is not done, A will be as much liable for the acts of the continuing partners or of the firm as if A had continued to be a member of the firm. And on the other hand the firm will be liable for any act purporting to be done by A on behalf of the firm after retirement.


69. Effect of non-registration:(1) No suit to enforce a right arising from a contract or conferred by this Act shall be instituted in any Court by or on behalf of any person suing as a partner in a firm against the firm or any person alleged to be or to have been a partner in the firm unless the firm is registered and the person suing is or has been shown in the Register of Firms as a partner in the firm.


(2) No suit to enforce a right arising from a contract shall be instituted in any Court by or on behalf of a firm against any third party unless the firm is registered and the persons suing are or have been shown in the Register of Firms as partners in the firm.


(3) The provisions of sub-sections (1) and (2) shall apply also to a claim of set-off or other proceeding to enforce a right arising from a contract, but shall not affect-


(a) the enforcement of any right to sue for the dissolution of a firm or for accounts of a dissolved firm, or any right or power to release the property of a dissolved firm, or


(b) the powers of an official assignee, receiver or Court under the insolvency    Federal Territory of Karachi Act, 1909], or the Provincial Insolvency Act, 1920, to realise the property of an insolvent partner.


(4) This section shall not apply –


(a) to firms or to partners in firms which have no place of business in Pakistan, or whose places of business in Pakistan are situated in areas to which, by notification under section 56, this Chapter does not apply, or


(b) IX of 1887: to any suit or claim of set-off not exceeding one hundred rupees in value which,  is not of a kind specified in the Second Schedule to the Provincial Small Cause Courts Act, 1887, or to any proceeding in execution or other proceeding incidental to or arising from any such suit or claim.


70. Penalty for furnishing false particulars: Any person who signs any statement, amending statement, notice or intimation under this Chapter containing any particular which he knows to be false or does not believe to be true, or containing particulars which he knows to be incomplete or does not believe to be complete, shall be punishable with imprisonment which may extend to three months, or with fine, or with both.


71. Power to make rules: (1) The Provincial Government may make rules prescribing the fees which shall accompany documents sent to the Registrar of Firms, or which shall be payable for the inspection of documents in the custody of the Registrar of Firms, or for copies from the Register of Firms:


Provided that such fees shall not exceed the maximum fees specified in Schedule.


Provided further that the fees payable for any service desired on the same day on which an application for the same is made may be double the aforesaid maximum fees.


(2) The provincial Government, may also make rules –


(a) prescribing the form of statement submitted under section 58, and of the verification thereof;


(b) requiring statements, intimations and notices under sections 60, 61, 62 and 63 to be in prescribed form, and prescribing the form thereof;


(c) prescribing the form of the Register of Firms, and the mode in which entries relating to firms are to be made therein, and the mode in which such entries are to be amended or notes made therein;


(d) regulating the procedure of the Registrar when disputes arise;


(e) regulating the filing of documents received by the Registrar;


(f) prescribing conditions for the inspection of original documents;


(g) regulating the grant of copies;


(h) regulating the elimination of registers and documents;


(i) providing for the maintenance and form of an index to the Register of Firms; and


(j) generally, to carry out the purposes of this Chapter.


(3) All rules made under this section shall be subject to the condition of previous publication.

 

CHAPTER – VIII

Supplemental

 

72. Mode of giving public notice: A public notice under this Act is given –

(a) where it relates to the retirement or expulsion of a partner from a registered firm, or to the dissolution of a registered firm, or to the election to become or not to become a partner in a registered firm by a person attaining majority who was admitted as a minor to the benefits of partnership, by notice to the Registrar of Firms under section 63, and by publication in the official Gazette and in at least one vernacular newspaper circulating in the district where the firm to which it relates has its place or principal place of business, and


(b) in any other case, by publication in the official Gazette and in at least one vernacular newspaper circulating in the district where the firm to which it relates has its place or principal place of business.


73. [Repeals.] Rep. by the Repealing Act, 1938 (I of 1938, S. 2 and Schedule.


74. Nothing in this Act or any repeal effected thereby shall affect or be deemed to affect – (a) any right, title, interest, obligation or liability already acquired, accrued or incurred before the commencement of this Act, or


(b) any legal proceeding or remedy in respect of any such right, title, interest, obligation or liability, or anything done or suffered before the commencement of this Act, or


(c) anything done or suffered before the commencement of this Act, or


(d) any enactment relating to partnership not expressly repealed by this Act, or


(e) any rule of insolvency relating to partnership, or


(f) any rule of law not inconsistent with this Act.

 

SCHEDULE

Maximum Fees

 

See sub-sec. (1) of Sec. 71

Document or act in respect of which the fee is payable

Maximum Fees

Rs.

1

2

Statement under Section 58

50

Statement under Section 60

20

Intimation under Section 61

20

Intimation under Section 62

20

Notice under Section 63

20

Application under Section 64

20

Inspection of the Register of Firms under sub-section (1) of Section 66

5

Inspection of documents relating to a firm under sub-section (2) of Section 66 or any other document in the custody of the Registrar of Firms

5

Copies from the Register of Firms

Rs. 2 for each 100 words or part thereof.”

 

 

APPENDIX I

 

 

SPECIMEN FORM OF A PARTNERSHIP DEED

This agreement made at Karachi this 1st date of July, 1990, between AB, Muslim, adult, residing at Karachi of the one part AND, CD, Muslim, adult, residing at Karachi, of the other part.


WHEREAS the party of the One Part and the party of the Other Part have agreed to enter into a partnership business upon the terms and conditions herein contained;


Now therefore these presents witness.-And it is hereby agreed between the parties hereto as follows:

1. This Deed of Partnership shall come into force with effect from the first day of April, 1990.


2. The partnership business shall consist of sale, purchase and manufacture of dyes and chemicals, and all kinds of agency business, whether manufacturing or otherwise, and/or such other business as may be decided by the partners from time to time.


3. The partnership shall be carried on in the name and style of “AB & Sons”.


4. The partnership shall be a partnership at will.


5. The partnership business shall be conducted at Karachi and/or at such other place or places as shall be agreed to. by the partners from time to time.


6. Both the partners shall initially invest Rs. 10,000 each and the amounts so invested by the partners shall form tile capital of the partnership, and the same shall be used as per these present in the partnership business.


7. Further capital, if any, required by the partnership shall be obtained from time to time by the partnership by way of loans hundies or otherwise from third parties on payment of interest at the market rate, and such interest shall be paid out of the partnership funds irrespective of profits and losses of the said business.


8. The net profits of the partnership business shall, after meeting all the necessary costs, charges and expenses incurred in carrying on the said partnership business, be divided in the following proportion:


(a) AB………………50P. in the rupee.
(b) CD………………50P. in the rupee.
any they shall in the like proportion bear all losses, including loss of capital.

9. The profits and losses of the partnership shall be determined as on the 30th day of June each year, and the same shall be distributed to, or recovered from, the partners concerned in the proportion aforesaid.


10. It is hereby agreed that each of the partners shall be entitled to draw Rs. 1,000 (Rupees one thousand only) per month for his personal expenses without the consent of the other partner, and such drawing shall be debited to his personal account, and the sum so drawn shall be in part or full satisfaction, as the case may be, of the share of the said partner in the profits of the said partnership business for that year.

 

PROVIDED ALWAYS that if in any year, the sum drawn as aforesaid by the partner shall exceed the amount of his share of the net profits for that year, the said partner shall refund the excess to the partnership as soon as the same shall be ascertained or from his share of the profits of the subsequent year or years.


11. The partners shall open one or more current accounts with any Bank or Banks in the name of the partnership, and the account or accounts so opened shall be operated by either partner.


12. Both the partners shall have full power and authority to draw cheques, withdraw cash through signed cheques, overdraw from Bank or Banks, take loans, secure credits, sign bills of exchange and any other legal instrument or instruments, endorse hundies, appoint attorney or attorneys for and to commence, continue, defend, compound or settle any suit, prosecution or any legal proceeding for or against the partnership,

 

PROVIDED ALWAYS that in each such case, the approval or ratification of the other partner shall invariably be obtained.

13. All partnership money, bills, notes, cheques and other securities received by the partnership shall, as and when received, be paid and deposited in the Bank or Banks to the credit of the firm’s account, except such sums as are immediately required to meet the current expenses.

14. The accounts of the said partnership shall be properly maintained and kept at the office of the partnership, and shall be made up and prepared at the close of each year ending on the 30th day of June and the Same shall be signed by both the partners.


15. None of the partners hereto shall pledge the credit of the said business of the partnership, except in the usual and regular course of business, or give credit to or conduct any business for any other firm, company or person.


16. The money constituting the net profits made on such yearly account as aforesaid, after deducting all the expenses, salaries, wages, taxes, etc., may be withdrawn by each partner respectively entitled thereto according to his respective share as herein before provided (less such sums as may have been previously drawn on account by such partner).


17. In the event of any partner desiring to retire, for any reason whatsoever, from the said partnership, he shall give a previous notice of three months to that effect. On such notice being received by the firm, the account books of the firm shall be brought up-to-date and a balance-sheet as at the end of the period of the said notice shall be made up. The outgoing partner shall be paid his share of the net profits as on the date of retirement and shall be required to pay all his dues or debts, if any, to the firm, and after all the claims and dues of and/or against the firm are satisfied, he shall be deemed to be free from the partnership, and the other partners shall be deemed to be free from the partnership, and the other partners shall be entitled to continue the business of the partnership as the sole proprietor thereof. The partner thus going out shall be entitled to the rights of the goodwill of the firm to the extent of his share in the partnership.


18. In the event of death of either of the partners occurring during the currency of the said partnership, the surviving partner shall be entitled to continue and carry on the said business in partnership with the legal heirs, successors or legal representative of the deceased partner, and if such heirs, successors or legal representatives of the deceased partner decide not to carry on the said business in partnership, then the surviving partner may carry on the said business as the sole proprietor thereof in the same name and style, after working out and paying the dues and claims of the deceased partner to his heirs, successors or legal representatives, as the case may be, who shall have full power to inspect accounts and obtain such information as may be necessary for ascertaining that the share of the deceased has been properly worked out and paid. The share of the deceased shall include his share in the goodwill of the firm.


19. Any dispute or question which may arise in the business of the said partnership in connection with any matter between the partners or the surviving partner and the heirs, successors or legal representatives of the deceased partner, whether during the currency of this Agreement or after the termination thereof, relating to or arising out of the business of the partnership or of this Agreement. Such arbitration shall be held at Karachi, and shall be governed by the provisions of the Arbitration Act for the time being in force in Pakistan, and the Arbitration Award shall be binding on the parties to the dispute.


IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective hands and seals the day and year first herein above written.

SIGNED SEALED AND DELIVERED by the within named

AB, in the presence of .________________

(Signature of AB)

SIGNED SEALED AND DELIVERED by the within

CD, in the presence of ___________________named

(Signature of CD)

 

 

APPENDIX II

 

 

SPECIMEN FORM OF A DISSOLUTION DEED

THIS DEED made at Karachi this 1st day of March, 1990, between AB of Karachi, Muslim adult, residing at Karachi of the First Part and CD, Muslim adult, residing at Karachi of the other part.


WHEREAS the party of the First Part and the party of the Other Part have entered into a Partnership business in dyes and chemicals under a Deed of Partnership dated the 1st day of January, 1988;


AND WHEREAS the said Partnership was a partnership at will;


AND WHEREAS on account of disputes between the partners, it has been decided by and between the partners that the said partnership shall be dissolved on the terms and conditions hereinafter appearing:


NOW THIS DEED WITNESS as follows:


1. The said partnership entered into under the Deed of Partnership dated the 1st day of January, 1988 is hereby dissolved with effect from the date of this Deed.


2. The party of the First Party hereby agrees and undertakes to notify the dissolution of the partnership to the Registrar of Firms and also give notice thereof in a local newspaper, within 21 days from the date of the execution hereof.


3. The assets and liabilities of the partnership, have been assessed and the final balance-sheet and profit and loss account have been taken to the mutual satisfaction of both the parties hereto.


4. On the dissolution of the partnership, the assets and liabilities of the firm as per the balance-sheet aforesaid together with the stocks, securities goodwill, tenancy rights and all other assets of the firm have been allotted and assigned to the party of the First Part, who has paid to the party of the Other Part a sum of Rs……. (Rupees…….. only, the receipt whereof the party of the Other part hereby acknowledges) in part-payment of his share in the net divisible assets of the firm and has given to the party of the Other Part a Promissory Note for a sum of Rs……. (Rupees ……. only) payable on 1st December 1990 with interest at 10 per cent annum being the balance of his share in the assets of the firm.


5. The party of the Other part hereby releases, grants, assigns and conveys ALL his share, right, title and interest in the said partnership business and properties, including the goodwill and tenancy rights thereof TO HOLD the same into the party of the First Part absolutely.


6. The party of the First Part hereby convenants with the party of the Other Part that he shall discharge all the liabilities and obligation of the partnership and shall effectively indemnify and continue to indemnify the party of the Other Part against claims and expenses in respect thereof.


7. The party of the Other Part shall not, for a period of 5 years from the date hereof, engage himself directly or indirectly in the business of dyes and chemicals within a radius of 2 miles from the premises of the partnership shop.


8. Unless repugnant to the context or meaning thereof, the expressions “the party of the First Part” and “the party of the Other Part” shall include their respective heirs, representatives, successors and assigns.


IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective hands and seals the day and year first herein above written.

SIGNED SEALED ANDDELIVERED by the within named

AB in the presence of:

(Signature of AB)

SIGNED SEALED ANDDELIVERED by the within named

CD in the presence of:

(Signature of CD)

 

APPENDIX III

 

THE CONTRACT ACT
(IX OF 1872)
CHAPTER Xl
(Ss. 239- 266)
OF PARTNERSHIP

 

239. “Partnership defined”: “Partnership” is the relation which subsists between persons who have agreed to combine their property, labour or skill in some business, and to share the profits thereof between them.


“Firms defined”: Persons who have entered into partnership with one another are called collectively a “firm”.
Illustrations.


(a) A and B buy 100 bales of cotton, which they agree to sell for their joint account; A and B are partners in respect of such cotton.


(b) A and B buy 100 bales of cotton, agreeing to share it between them. A and H are not partners.


(c) A agrees with B, a goldsmith, to buy and furnish gold to B, to be worked up by him and sold, and that they shall share in the resulting profit or loss. A and B are partners.


(d) A and B agree to work together as carpenters, but that A shall receive all profits and shall pay wages to B. A and B are not partners.


(e) A and B are joint owners of a ship. This circumstances does not make them partners.


240. Lender not a partner by advancing money for share of profit: A loan to a person engaged or about to engage in any trade or undertaking upon a contract with such person that the lender shall receive interest at a rate varying with the profits or that he shall receive a share of the profits, does not, of itself, constitute the lender a partner, or render him responsible as such.


241. Property left in business by retiring partner, or deceased partner’s representative: In the absence of any contract to the contrary, property left by a retiring partner, or the representative of a deceased partner, to be used in the business is to be considered a loan within the meaning of the last preceding section.


242. Servant or agent remunerated by share of profits not a partner: No contract for the remuneration of a servant or agent of any person, engaged in any trade or undertaking, by a share of the profits of such trade or undertaking shall, or itself, render such servant or agent responsible as a partner therein, nor give him the rights of a partner.


243. Widow or child of deceased partner receiving annuity out of profits not a partner: No person, being a widow or child of a deceased partner of a trader and receiving by way of annuity a proportion of the profits made by such trader in his business, shall, by reason only of such receipt, be deemed to be partner of such trader, or be subject to any liabilities incurred by him.


244. Person receiving portion of profits for sale of goodwill not a partner: No person receiving, by way of annuity or otherwise, a portion of the profits of any business, in consideration of the sale by him of the goodwill of such business, shall by reason only of such receipt, be deemed to be a partner of the person carrying on such business, or be subject to his liabilities.


245. Responsibility of person leading another to believe him a partner: A person who has, by words spoken or written or by his conduct, led another to believe that he is a partner in a particular firm is responsible to him as partner in such firm.


246. Liability of person permitting himself to be represented as a partner: Any one consenting to allow himself to be represented as a partner is liable, as such, to third persons who, on the faith thereof, give credit to the partnership.


247. Minor partner not personally liable but his share is: A person who is under the age of majority according to the law to which he is subject may be admitted to the benefits of the partnership, but cannot be made personally liable for any obligation of the firm; but the share of such minor in the property of the firm is liable for the obligations of the firm.


248. Liability of minor partner on attaining majority: A person who has been admitted to the benefits of partnership under the age of majority becomes, on attaining that age, liable for all obligations incurred by the partnership since he was so admitted, unless he gives public notice within a reasonable time, of his repudiation of the partnership.


249. Partner’s liability for debts of partnership: Every partner is liable for all debts and obligations incurred while he is a partner in the usual course of business by or on behalf of the partnership; but a person who is admitted as a partner into an existing firm does not thereby become liable to the creditors of such firm for anything done before he became a partner.


250. Partner’s liability to third person for neglect or fraud of co-partner: Every partner is liable to make compensation to third persons in respect of loss or damage arising from the neglect or fraud of any partner in the management of the business of the firm.


251. Partner’s power to bind co-partners: Each partner who does any act necessary for, or usually done in, carrying on the business of such a partnership as that of which he is a member binds his co-partners to the same extent as if he were their agent duly appointed for that purpose.


Exception: If it has been agreed between the partners that any restriction shall be placed upon the power of any one of them, no act done in contravention of such agreement shall bind the firm with respect to persons having notice of such agreement.


Illustrations
(a) A and B trade in partnership, A residing in England, and B in Pakistan. A draws a bill of exchange in the name of the firm. B has no notice of the bill, nor, is he at all interested in the transaction. The firm is liable on the bill, provided the holder did not know of the circumstances under which the bill was drawn.


(b) A, being one of a firm of solicitors and attorneys, draws a bill of exchange in the name of the firm without authority. The other partners are not liable on the bill.


(c) A and B carry on business in partnership as bankers. A sum of money is received by A on behalf of the firm. A does not inform B of
such receipt, and afterwards A appropriates the money to his own use. The partnership is liable to make good the money.


(d) A and B are partners. A with the intention of cheating B, goes to a shop and purchases articles on behalf of the firm, such as might be used in the ordinary course of the partnership business and converts them to his own separate use, there being no collusion between him and the seller. The firm is liable for the price of the goods.


252. Annulment of contract defining partners, rights and obligations: Where partners have by contract regulated and defined, as between themselves, their rights and obligations, such contract can be annulled or altered only by consent of all of them, which consent must either be expressed, or be implied from a uniform course of dealing.


Illustrations
A, B and C, intending to enter into partnership, execute written articles of agreement, by which it is stipulated that the net profits arising from the partnership business shall be equally divided between them. Afterwards they carry on the partnership business for many years. A receiving one-half of the net profits and the other half being divided equally between B and C. All parties know of and acquiesce in this arrangement. This course of dealing supersedes the provision in the articles as to the division of profits.


253. Rule determining partners’ mutual relations, where no contract to contrary: In the absence of any contract to the contrary the relations of partners to each other are determined by the following rules:-


(1) all partners are joint owners of all property originally brought into the partnership stock, or bought with money belonging to the partnership, or acquired for the purposes of the partnership business. All such property is called partnership property. The share of each partner in the partnership property is the value of his original contribution, increased or diminished by his share of profits or loss;


(2) all partners are entitled to share equally in the profits of the partnership business, and must contribute equally towards the losses sustained by the partnership;


(3) each partner has a right to take part in the management of the partnership business;


(4) each partner is bound to attend diligently to the business of the partnership, and is not entitled to any remuneration for acting in such business;


(5) when differences arise as to ordinary matters connected with the partnership business, the decision shall be according to the opinion of the majority of the partners; but no change in the nature of the business of the partnership can be made, except with the consent of all the partners;


(6) no person can introduce a new partner into a firm without the consent of all the partners;


(7) if from any cause whatsoever any member of a partnership ceases to be so, the partnership is dissolved as between all the other members;


(8) unless the partnership has been entered into for a fixed term, any partner may retire from it at any time;


(9) where a partnership has been entered into for a fixed term, no partner can, during such term, retire except with the consent of all the partners, nor can he be expelled by his partners for any cause whatever, except by order of Court;


(10) partnerships, whether entered into for a fixed term or not, are dissolved by the death of any partner.

254. When Court may dissolve partnership: At the suit of a partner the Court may dissolve the partnership in the following cases:-


(1) when a partner becomes of unsound mind;


(2) when a partner, other than the partner suing, has been adjudicated an insolvent under any law relating to insolvent debtors;


(3) when a partner, other than the partner suing, has done any act by which the whole interest of such partner is legally transferred to a third person;


(4) when any partner becomes incapable of performing his part of the partnership contract;


(5) when a partner, other than the partner suing, is guilty of gross misconduct in the affairs of the partnership or towards his partners;


(6) when the business of the partnership can only be carried on at a loss.


255. Dissolution of partnership by prohibition of business: A partnership is in all cases dissolved by its business being prohibited by law.

256. Rights and Obligations of partners in partnership continued after expiry of term for which it was entered into: If a partnership entered into for a fixed term be continued after such term has expired, the rights and obligations of the partners will, in the absence of any agreement to the contrary, remain the same as they were at the expiration of the term, so far as such rights and obligations can be applied to a partnership dissolvable at the will of any partner.


257. General duties of partners: Partners are bound to carry on the business of the partnership for the greatest common advantage, to be just and faithful to each other, and to render true accounts and full information of all things affecting the partnership to any partner or his legal representatives.


258. Account to firm of benefit derived from transaction affecting partnership: A partner must account to the firm for any benefit derived from a transaction affecting the partnership.


Illustrations
(a) A, B and C are partners in trade. C, without the knowledge of A and B, obtains for his own sole benefit a lease of the house in which the partnership business is carried on. A and B are entitled to participate if they please, in the benefit of the lease.


(b) A, B and C carrying on business together in partnership as merchants trading between Bombay and London D, a merchant in London, to whom they make their consignments, secretly allows C a share of the commission which he receives upon such consignments, in consideration of C’s using his influence to obtain the consignments for him. C is liable to account to the firm for the money so received by him.


259. Obligations, to firm, of partner carrying on competing business: If a partner, without the knowledge and consent of the other partners carries on any business competing or interfering with that of the firm, he must account to the firm for all profits made in such business, and must make compensation to the firm for any loss occasioned thereby.


260. Revocation of continuing guarantee by change in firm: A continuing guarantee, given either to a firm or to a third person, in respect of the transactions of a firm, is, in the absence of agreement to the contrary, revoked as to future transactions by any change in the constitution of the firm to which, or in respect of the transactions of which, such guarantee was given.


261. Non-liability of deceased partner’s estate for subsequent obligation: The estate of a partner who has died is not, in the absence of an express agreement, liable in respect of any obligation incurred by the firm after his death.


262. Payment of partnership debts and of separate debts: Where there are joint debts due from the partnership, and also separate debts due from any partner, the partnership property must be applied in the first instance in payment of the debts of the firm, and, if there is any surplus, then the share of each partner must be applied in payment of his separate debts or paid to him. The separate property debts, and the surplus (if any) in the payment of the debts of the firm.


263. Continuance of partners’ rights and obligations after dissolution: After a dissolution of partnership, the rights and obligations of the partners continue in all things necessary for winding up the business of the partnership.


264. Notice of dissolution: Persons dealing with a firm will not be affected by a dissolution of which no public notice has been given, unless they themselves had notice of such dissolution.


265. Winding up by Court on dissolution or after termination: Where a partner is entitled to claim a dissolution of partnership, or where a partnership has terminated, the Court may, in the absence of any contract to the contrary, wind up the business of the partnership, provide for the payment of its debts and distribute the surplus according to the shares of the partners respectively.


266. Limited liability partnerships, incorporated partnerships and joint-stock companies: Extraordinary partnerships, such as partnerships with limited liability, incorporated partnerships and joint stock companies, shall be regulated by the law for the time being in force relating thereto.

 

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