Partnership Firm Registration
A Partnership is one of the most basic forms of a business organisation. Two or more people come together to form a business and divide the profits thereof in an agreed ratio. A Partnership is easy to start, and the compliance is minimal as compared to companies.
The challenge becomes real when multiple partners decide their terms for the business operation of a firm. This diversification of opinions has many legal and compliance angles to deal with. Leave Such matters to experts like us!
A person can be a good manager but may not have capital. When these persons come together, pool their money and skills and organise a business, it is called partnership. Partnership grows because of the limitations or disadvantages of proprietorship.
Running your Business as Joint Owners ? Register as a Partnership Firm with TAXAJ
It usually takes 15 to 20 working days.
- PAN Application
- Partnership Deed Drafting
- Filing of deed and other documents with the NSDL for PAN Card & GST
- A group of at least 2 people having a business idea
- Small businesses looking to using pool of resources contributed by multiple people
- Any existing unregistered Partnership Firm
- Purchase of Plan
- Session with TAXAJ Expert
- Upload Documents on Vault
- Partnership Deed Drafting
- PAN & GST Application
Name, Contact Number and Email Id of all the Stakeholders.
Self Attested PAN, Aadhar & Passport size photo of all the Stakeholders.
Specimen Signatures of all Stakeholders.
Latest Electricity Bill/Landline Bill of Registered Office.
NOC from owner of registered office. (If Owned)
Rent Agreement from Landlord. (If Rented/Leased)
Brief description of main business activities of the proposed Company.
Shareholding pattern (50:50 or 60:40) between the Stakeholders.
Capital Contribution of the Company.
All About Partnership Firm Registration, Benefits, Compliance & Taxation.
Difference between Registered & Unregistered Partnership Firm in India
What is a Registered Partnership Firm?
Partnership is defined as association of two or more persons who have come together for Business purpose and agreed to share profit (loss) arising out of the said Business, carried on by all or any of the Partners.
Partnership Firms in India are established and Governed by the provisions of Indian Partnership Act, 1932 (referred as “Act”). The establishment procedure of Partnership Firm under Indian Partnership Act, 1932 leaves the Partnership Deed Registration with Registrar of Firm (RoF) at the will of the Partners in the Firm.
The partners of the firms may Register Partnership Firm Online considering the benefits of Registration. Let us first know how the Partnership Firm registration in India will be beneficial compared to unregistered Partnership Firm.
Benefits of Registration of Partnership Firm (ROF Registration)
Benefits of Registration of Partnership Firm (ROF Registration)
It is a well-known fact that it is not compulsory to register Partnership Firm. However, it is highly advisable to get ROF registration as a Registered Partnership Firm enjoys certain benefits that an Unregistered Partnership Firm does not have access to. Following are a few benefits of the ROF Registration.
- During the course of business if any dispute arises with any third party or any other matter arises that needs any legal proceeding, then the Registered Partnership can go in to the court of law for the resolution of such dispute.
- When the Partnership Firm is registered and have valid ROF Registration certificate, then the partners can go to the court of law for resolving any issue or dispute arose between the partners.
- The Registration of Partnership Firm enables all the partners with a special power to claim set-off when any third party files suit against the Partnership Firm.
- As compared to unregistered partnerships, the Registered Partnership Firm that has completed an online Process of ROF Registration (Registration of Partnership Firm) enjoys benefit of having higher credibility.
- During the course of business, if a Partnership Firm wishes to convert in to any other form of business structure i.e. conversion from Partnership to LLP or Conversion of Partnership to Private Limited Company, then it is necessary for Partnership Firm to have valid ROF Registration.
Non-Registration of Firm
Non-Registration of Firm
A partnership firm whether registered or unregistered. Unregistered firms and partners undergo the following consequences.
- A claim for setoff towards an unregistered firm is not permissible.
- The unregistered firm partner will not able to file for a case in a court by a partner towards the firm or another co-partners.
- Any case cannot be filed in the court by the firm toward third parties.
Partnership Firm Naming
Partnership Firm Naming
The name of the partnership firm must not be too similar or identical to the name of any other existing company performing relevant business to regret duplication in the name of firms.
Also, the name must not contain terms like Emperor, Empress, Crown, Empire or the terms indicating the approval of Government, sanction only if the State Government signifies its consent in writing to the acceptance of such words as part of the name of the partnership firm.
Deed of Partnership
Deed of Partnership
A Partnership Deed is a record in which the terms and conditions of the members of a partnership are included. The Partnership deed consists of the following components as below:
- Both Firm and Partners address as well as name.
- Nature of Business of the Firm.
- Commencement date of business or firm.
- The duration of Partners (whether for a project/ fixed period).
- Profit distribution ratio among the partners.
- Capital contribution from each partner.
The components specified above are the essentials that are needed in all partnership deeds. If required, the partners may also cover any further clauses. Some of the additional provisions which can be involved in the deed of the partnership are listed here:
- Interest on Partners’ Loan, Partner’s Capital and Interest, if any.
- Commissions, Salaries, etc., if any, chargeable for partners in the firm.
- The process of making accounts and audit arrangement.
- Division of responsibility and task, i.e. the powers, duties, and commitments by all the partners in the firm.
- Rules and Regulations in case of retirement, death and admission of a partner.
Partnership Firm Registration Procedure
Partnership Firm Registration Procedure
A Partnership Firm is registered under local Registrar of Firm (RoF) hence the procedure of registration may differ from State to State. Hereby, we are discussing a general procedure to be followed to register Partnership Firm online.
Drafting of Partnership Deed:
A Partnership Deed shall first be drafted considering the provisions prescribed under the Indian Partnership Act, 1932. Any clauses as required for the Business of the proposed Partnership Firm can be incorporated in the Partnership Deed. However, the clauses to be incorporated shall be in harmony with the provisions of Partnership Act.
Execution of Partnership Deed:
Once the draft of Partnership Deed prepared in consultation with professionals is confirmed as per the requirement, the deed shall be duly executed by payment of stamp duty as applicable for the concerned State and notarisation of same. The Partnership Deed shall be duly signed by all the partners of the firm at the place specified along with the initials on all rest pages. Further, the witnesses of the Partners shall also provide the signature along with their residential address.
Payment of Stamp Duty and Notarisation:
The execution of the Partnership Deed shall be done after the payment of stamp duty as prescribed under State Stamp Act where the Business Place of the Partnership Firm is situated. The Deed can be executed either on non-judicial stamp paper or by way of franking. Franking is payment of stamp duty through banking channels and is equivalent to stamp paper. After payment of stamp duty, the deed shall be notarised after providing signature of Partners and witnesses as explained in previous point.
Application for PAN:
The application for allotment of Permanent Account Number can be made before or after the Registration of Partnership Firm. The registration procedure of most states provides application to be made before the application to Register Partnership Firm Online or otherwise. The application of PAN Allotment shall be supported by copy of the Partnership Deed.
Registration of Partnership Deed:
The authority concerned to Register Partnership Firm is Registrar of Firms (RoF) within whose jurisdiction the place of business falls. The application for registration of Partnership Firm shall contain the name of the firm, name of the Partners and their addresses, place of Business, duration or time of Business, etc. The registrar may also require submission of documents depending on the procedure as applicable in the said State.
On receipt of the application, the Registrar shall review and grant the Certificate of Registration on his satisfaction. The Registrar shall on registration, provide the Certificate of Registration along with the original Partnership Deed.
Opening of Bank Account:
The requirement of opening of Bank Account arises in order to carry on the commercial activity in name of Partnership Firm. A current account in name of Partnership Firm shall be opened by submitting the documents as required by the KYC policy of your preferred bank.
In order to remove the deficiency of unregistered Partnership Firm, the Partnership Act provides that the said unregistered Partnership Firm can be registered at any time after its establishment make an application for Registration. However, the application for registration cannot be made to claim benefits of registered firm when the third party has already initiated the suit against the Partnership Firm.
Benefits of Partnership Firm Registration
Benefits of Partnership Firm Registration
Ability to file case against Third Parties:
The partners of the registered Partnership Firm can bring third parties to the court for resolution of disputes arouse during the course of Business or any other matter relating to the Partnership Firm.
An unregistered Partnership firm loses the right file the case against third party for resolution of their disputes until and unless the procedure of Deed Registration has been completed. However, the third party always own the right to file the suit against a Partnership Firm irrespective of its registration status.
Power to file suit against co-partners:
As none knows when the dispute between the Partners arises, whether for the sharing of profits or any other matter regarding operations of the Partnership Firm. The resolution of any dispute is best resolved by the Court of Law.
The Partners of an unregistered Partnership Firm cannot enforce any clauses of Partnership Deed. To enforce the said clauses, the registration for Partnership Firm shall be required by following the procedure prescribed for the same.
Ability to claim Set-off:
The registration of Partnership Firm enables the partners with power to claim set-off. When any third party files a suit against the Partnership Firm, the Partnership Firm can claim the set-off, if any against the claim of third Party. The said power to claim set-off is not available when the Partnership Firm is not yet registered under the Indian Partnership Act, 1932.
Compared to an unregistered Partnership Firm, a Partnership Firm which has completed the procedure of Online Registration of Partnership Firm enjoys higher credibility. Although both registered and unregistered Partnership Firms are legal and valid under the given Act, the Registered Firm is highly preferred by authorities over unregistered one.
Conversion of Entity:
A Partnership Firm as registered with the Registrar of Firm has ease compared to an unregistered firm for conversion. The conversion of the Partnership Firm into any other entity such as Private Company or LLP i.e. in corporate structure can be easily completed.
An unregistered firm can be registered at any time after its formation and establishment to claim above explained advantages.
Features and Characteristics of Partnership Firm
Two or More Person
At least two Individuals must pool resources to start a partnership firm. The Partnership Act, 1932 does not specify any maximum limit on the number of partners. However, the Companies Act, 1956 lays down that any partnership or association of more than ten persons in the banking business and 20 persons in other types of business is illegal unless registered as a joint-stock company.
A partnership comes into existence with agreement between parties to enter into a contract. The agreement should be written to make everything black and white clear the fog surrounding all knotty issues.
The partners in a firm can take up only legitimate activities. Any illegal activity carried out by partners does not enjoy legal sanction. Moreover, they can put you in lots of trouble.
Under the Partnership Act, registration of a partnership firm is not compulsory in any manner. (In fact, in most states in India, registration is voluntary). If the partnership firm isn't registered, it cannot obtain certain legal benefits. The effects of non-registered firms are- (i) the firm cannot file a legal suit or take any action against any other parties for settlement of claims and (ii) in case of a dispute between partners, it is not possible to settle the disputes through a court of law.
The partnership agreement must specify everything in detail with minute accuracy and transparency. The matter of sharing profits and losses among partners have to be utterly mentioned in them. A charitable hospital, an educational institution run jointly by like-minded persons, is not to be viewed as a partnership since there is no sharing of profits or losses. However, mere sharing of profits is not conclusive proof of partnership. In this sense, employees or creditors who share profits cannot be called partners unless there is an agreement between the partners.
Generally speaking, every partner is considered an agent of the firm and other partners as well. Partners have a close relationship among themselves; this is the sole reason they came together to form the partnership firm. The business can be carried out jointly by all partners together or run by one nominated partner on behalf of all. Any acts done by a nominated partner in good faith and on behalf of the firm are binding on other partners and the firm.
All partners are together responsible for all activities carried out by the partnership firm. In other words, in all cases where the firm's assets are not sufficient to meet the obligations of creditors of the firm, the partners' private assets can also be attached. The creditors can get hold one anyone partner —who is financially sound-and get their claims satisfied.
Not a Separate Legal Entity
The firm does not have a personality of its own. The business gets terminated in case of death, bankruptcy or lunacy of any one of the partners.
Transfer of Interest
A partner cannot transfer his interest in the firm to outsiders unless all other partners agree unanimously. A partner is an agent of the firm and is ineligible to transfer his interest unilaterally to outsiders.
Mutual Trust & Confidence
A partnership firm is built around the principle of mutual understanding among partners. Each partner is supposed to bring the talent of his own to benefit all. If faith is broken and partners work at cross purposes, the firm will get crushed under its weight.
Advantages of Partnership Firm
The following are some of the major advantages of a partnership firm:
Easy to Start
Partnership firms are the most accessible type of entity to start. The only requirement for creating a partnership firm in most cases is a partnership deed. Hence, You can start a partnership firm on the same day. On the other hand, an LLP registration would take about 5 to 10 working days, as the digital signatures, DIN, Name Approval and Incorporation must be obtained from the MCA.
Decision making is the crux of any organization. Decision making in a partnership firm could be faster as there is no concept of the passing of resolutions. The partners in a partnership firm enjoy a wide range of powers and in most cases can undertake any transaction on behalf of the partnership firm without the consent of other partners.
Raising of Funds
Trust is a significant factor in a partnership firm compared to a proprietorship firm; it can quickly raise funds. Multiple partners make for a more feasible contribution among the partners. Moreover, banks also view a partnership more favorable while sanctioning credit facilities instead of a proprietorship firm.
Sense of Ownership
Every partner manages different activities of their firm. Partners responsibilities might be varied, but people in a partnership firm are united for a common cause. Ownership creates a higher sense of accountability, paving the way for a diligent workforce.
Disadvantages of Partnership Firm
The disadvantages of a partnership firm are as follows:
Every partner is liable personally for the losses of a partnership firm. The liability created by a partner in the partnership firm will also make each of the partner personally liable. To limit the liability of partners in a partnership firm, the LLP structure was created by the Government.
Number of Members
The maximum number of members a partnership firm can have is restricted to 20. In case of an LLP, there is no restriction on the maximum number of partners.
Lack of a Central Figure
Leadership can both uplift and derail a firm. Combined ownership takes away the possibility of leadership and lack of leadership leads to directionless operations. On the other hand, in a partnership firm, certain partners can be given the position of designated partner with more powers and responsibilities.
Trust of the General Public
A partnership firm is easy to start and does require any registration. A partnership firm can also operates without much of a structure or regulations. Hence, it often leads to distrust amongst the general public.
A partnership firm would be dissolved due to the death or insolvency of a partner. Such an abrupt dissolution will hamper a business. On the other hand, the death of a partner will not automatically dissolve an LLP. Hence, continuity of business is maintained in a LLP.
Tax on Income of Partnership Firm & LLP
- Income Tax at a flat rate of 30% is levied on Partnership Firms and LLP’s. Computation of taxes as per Income Tax Slab Rates is not allowed as the benefit of Slab Rates is only available to Individuals and HUF’s. Education Cess @ 2% and SHEC @ 1% would also be required to be paid. Moreover, in case the income of the partnership firm is more than Rs. 1 Crore in any financial year, Surcharge @ 10% would also be payable.Income Tax Slab Rates is not allowed as the benefit of Slab Rates is only available to Individuals and HUF’s. Education Cess @ 2% and SHEC @ 1% would also be required to be paid. Moreover, in case the income of the partnership firm is more than Rs. 1 Crore in any financial year, Surcharge @ 10% would also be payable.
- Capital Gains arising from the sale of any asset by the partnership firm are taxable under Section 112. Moreover, in case of sale of shares and mutual funds, in case the period of holding is less than 1 year – the income would be taxable under Section 111A at a flat rate of 15% and in case the period of holding of shares is more than 1 year – the income would be exempted from the levy of tax under Section 10(38). by the partnership firm are taxable under Section 112. Moreover, in case of sale of shares and mutual funds, in case the period of holding is less than 1 year – the income would be taxable under Section 111A at a flat rate of 15% and in case the period of holding of shares is more than 1 year – the income would be exempted from the levy of tax under Section 10(38).
- Remuneration and Interest is allowed to be paid to the partners. However, the tax deduction for remuneration and interest paid to the partners is allowed subject to the limits and conditions specified in Section 40(b)
4. Remuneration and Interest received by the partners shall be taxed in their hands as income under head PGBP. However, the salary and interest which have not been allowed under Section 40(b) or any other section shall not be added to the income of the partners.salary and interest which have not been allowed under Section 40(b) or any other section shall not be added to the income of the partners.
5. The share of the partners in the total income of the firm is exempt in the hands of the partners as the same has already been taxed in the hands of the partnership firm.
6. Losses of the firm should be carried forward and not allowed to be allocated to the partners.
7. Deductions under Chapter VI-A would be allowed from the Gross Total Income only for Donations or in case the business falls under the specified category of business.Donations or in case the business falls under the specified category of business.
8. In case the partnership firm is unable to pay the tax dues, the partners can be held liable for recovery of the tax dues.
9. It is pertinent to note that although LLP’s are treated in the same manner as Partnerships, there is only one section which does not apply to LLP’s and applies to Partnership Firms which is Section 44AD. LLP’s cannot claim benefits of Section 44AD by using Presumptive Taxation.Section 44AD by using Presumptive Taxation.
Transfer of Asset by a Partner to the Partnership Firm and Vice Versa
Often, the Partner introduces capital in the Partnership by way of transferring assets to the Partnership Firm. In such cases, provisions of Section 45(3) would be applicable, and the amount recorded in the books of accounts of the Partnership Firm would become the Sale Consideration received in the hands of the Partner and tax would be levied in the hands of the Partner based on the Sale Consideration Received.
In some cases, at the time of dissolution, the partnership firm also gives assets to the Partners. In such cases, provisions of Section 45(4) would be applicable, and income tax would be levied in the hands of the partnership firm on the sale of the asset. The asset's fair market value on the date of purchase would be taken as the sale price and tax levied thereon.
Can a Company become a Partner in a Partnership Firm?
A business partnership occurs when two or more people enter into an agreement, either written or verbal, regarding their contributions to a company. Are you involved in a business with someone in which you are considered co-owners and you share in the profits? If so, you are in a partnership.
Typically, contributions made by partners are either financial or expertise, sometimes both. In turn, the parties involved are responsible for the management and operations of the business and share in the profits. Additionally, this type of business relationship is easier to enter into than that of a corporation.
While it is not necessarily required to have legal documents in place or filed with your state’s Secretary of State, it is best practice to do so to ensure the partnership is fair and equitable to all involved. By having written and agreed upon documentation and outlining the parameters of the partnership, it can go a long way in resolving any issues that may arise as time goes on.
Becoming a Partner as a Corporation
Corporations can enter into a business relationship as partner because corporations can operate in many of the same ways that an individual can. Specifically, the two things required to enter into a partnership are the ability to own property and the ability to sign contracts, both of which can be done by corporations.
As corporations often have more legal and financial protections for those who manage them, there are some advantages to entering into a partnership with a corporation. Additionally, as corporations are typically much larger than other business structures, they can have many shareholders, which can greatly increase the resources of the company with whom they are entering into the partnership. Another advantage to forming a business partnership with a corporation is that should the CEO (or equal position) of the corporation pass away, resign, get fired, or otherwise no longer be serving in that capacity, the partnership is not affected as the board of directors can take over in that role.
Entering into a new business relationship often times cannot be made unilaterally. Rather, it is a decision that will have to be voted on by the shareholders. The obvious exception to this, of course, being as it pertains to Sole Proprietorships.
Name given to the Partnership firm
Any name can be given to a partnership firm as long as you fulfil the below-mentioned conditions:
👉 The name shouldn’t be too similar or identical to an existing firm doing the same business,
👉The name shouldn’t contain words like emperor, crown, empress, empire or any other words which show sanction or approval of the government.
Q. Following details are required in a partnership deed:
A. General Details:
1. Name and address of the firm and all the partners
2. Nature of business
3. Date of starting of business
4. Capital to be contributed by each partner
5. Capital to be contributed by each partner
6. Profit/loss sharing ratio among the partners
B. Specific Details:
Apart from these, certain 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
Q. How should be the agreement between partners formed?
A partnership deed is a written agreement between partners in which each partner's rights, duties, profits, shares, and other obligations are mentioned. A partnership deed is always written, parties duly signing the deed to avoid any conflicts in the future.
Q. Is it necessary to register a partnership firm?
Indian Partnership Act, 1932 governs the partnerships. Registration of partnership firm is optional and at the discretion of the partners. Registration of partnership firm may be done at any time – before starting a business or anytime during the continuation of partnership. It is always advisable to register the firm since a registered firms enjoy special rights which aren’t available to the unregistered firms.
Q. How to register the partnership firm?
An application form along with fees is to be submitted to Registrar of Firms of the State in which firm is situated. The application has to be signed by all partners or their agents.
Q. What are the Documents to be submitted to Registrar?
👉 Application for registration of partnership (Form 1)
👉 Specimen of Affidavit
👉 Certified original copy of Partnership Deed
👉 Proof of principal place of business (ownership documents or rental/lease agreement)
If the registrar is satisfied with the documents, he will register the firm in Register of Firms and issue Certificate of Registration. Register of Firms contains up-to-date information on all firms and can be viewed by anybody upon payment of certain fees.
Ans. A Partnership is where two (or more) people join hands to carry out a business for profit. The partners become joint business owners and carry out operations governed by the partnership deed. The regulations are least and it makes it a desirable option for businesses having joint owners. However, in a partnership firm the partners are jointly and individually liable for debts of the firm. This form of structure is ideal if there are no/less requirement of external funds and low risk of bad-debts for example consultancy firms.
Q. When should we apply for registration of our partnership firm ?
Ans. A partnership firm can be registered whether at the time of its formation or even subsequently. The application for registration is to be made to the registrar of firms of the region in which the business is situated. It is advisable to get the firm registered as soon as it starts its business to avail the rights that can be enjoyed only by a registered firm.
The name of a partnership firm should not contain any words which indicate the approval/support of the government other than a case where the government has given its written consent for the use of such words as part of the firm’s name. Key pointers:
👉 The names must not be too identical or similar to the name of another existing firm doing similar business.
👉 The name must not contain words like Crown, Emperor, Empress, Empire or any other word indicating government approval.
Q. Can my certificate of registration be cancelled?
Q. Can a Company become a Partner to a Firm?
Ans. Partnership firms are governed by the Indian Partnership Act, 1932. Under the act, registration is not mandatory but it is advisable due to following reasons:
👉 Partner(s) can’t file a case in any court against the firm/ other partners unless firm is registered.
👉 The unregistered firm or its partners can’t file a case against third party on breach of a contract but the third party can file a case
👉 In case of a dispute with a third party, the unregistered firm or any of its partners cannot claim a set off
The government fees applicable varies from state to state based on partner contribution. In most states the fee falls in range of Rs.2000-3500 along with stamp duty. Our experts will guide you on this. You will be charged only on actual government fees.
Q. How much time does it take to register a partnership?
Q. Are there any grounds on which my partnership can be invalid?
Q. If all partners wish to end the partnership, how can they do so?