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Schedule A Demo

Registration under Indian Partnership Act, 1932

Background:

The Indian Partnership Act, 1932 was enacted to provide a comprehensive law governing partnerships in India. Before this, partnership provisions were included in the Indian Contract Act, 1872. With the growth of trade and the increasing importance of partnerships in commerce, a separate legislation was required. The Act came into effect on 1st October 1932, laying down rights, duties, and obligations of partners, along with rules for the formation, registration, and dissolution of partnership firms.

Applicability:

The Act applies to the whole of India (except Jammu & Kashmir at the time of enactment, now applicable throughout India). It governs all partnership firms, whether registered or unregistered. Registration of a firm is optional, but only registered firms enjoy specific legal rights, such as the right to enforce contractual claims in court.

Need of the Partnership Act

The Act was needed to:

  1. Provide a structured legal framework for partnerships.
  2. Define the rights, duties, and liabilities of partners.
  3. Govern profit and loss sharing, admission, retirement, and dissolution of partners.
  4. Ensure fair practices and accountability among partners.
  5. Facilitate dispute resolution with clear legal backing.

Registration under the Indian Partnership Act

Application for Registration (Section 58)

  • 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
  • The Application shall state:

(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) 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:—

“Crown”, “Emperor”, “Empress”, “Empire”, “Imperial”, “King”, “Queen”, “Royal”, or words expressing or implying the sanction, approval or patronage of Government except when the State Government signifies its consent to the use of such words as part of the firm name by order in writing

Registration (Section 59)

  • Where 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.

Rule of Evidence (Section 68)

  • Certificate of Registration is a legal document issued upon the registration of a partnership firm under the Indian Partnership Act, 1932. This form certifies that the partnership firm has been duly registered with the Registrar of Firms.
  • 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.

 

Forms for registration

Form

Section

Purpose / Undertaking

Form A

Sec. 58(1) & (1A)

Application for Registration of Partnership Firm (basic details & description of firm).

Form B

Sec. 60(1)

Undertaking for change in firm name, address, or nature of business.

Form C

Sec. 61

Undertaking for change of branch or closure of business.

Form D

Sec. 62

Undertaking for change in name or permanent address of partner.

Form E

Sec. 63

Undertaking for change in constitution or dissolution of firm.

Form F

Sec. 63(2)

Undertaking when a minor partner attains majority.

Step wise procedure for registration of Partnership firms

Step 1: Application Submission

  • Applicant logs into the system and applies for registration using Form A under Sec. 58.
  • Applicant fills in firm details and attaches required documents.
  • Form A is printed on green ledger paper and counter-signed by partners.

 

Step 2: Supporting Undertakings

  • Applicant fills Form B–F as applicable (for future changes/undertakings).
  • Each form is printed and counter-signed by partners.

 

Step 3: Upload Documents Online

  • Authority letter (if filed by CA/Advocate).
  • Certified copies of:
    • Partnership Deed
    • Marathi translation (if applicable)
    • Memorandum & Articles + Resolution (if partner is a company)
    • Trust Deed (if partner is a trust)
    • Government License (if required)
  • Blank Stamp Paper (as notified by state government).
  • Covering Letter with Court fee stamp of such amount as notified by the state government.
  • Notarized copy of application.

 

Step 4: Physical Submission (if required)

  • Submit/post attested forms with covering letter, deed, and documents to RoF office.

Step 5: Acknowledgement & Verification

  • Department acknowledges the application.
  • Verification officer reviews details.
  • Applicant can download payment receipt.

 

Step 6: Objection Handling (if any)

  • Objection letter sent via email.
  • Applicant can modify forms to clarify objections.
  • Hearing request may be raised (optional).

 

Step 7: Approval Process

  • After clearing objections, application flows through acknowledger → verifier → approver.
  • Approver issues digitally signed registration certificate (available online in applicant’s login).
  • Certified copy of the firm sent by hand delivery/post.

 

Step 8: Intimation & Payment

  • Applicant informed of approval/rejection via email.
  • Fees & penalties (if any) are paid online through payment gateway only.

Penalty & Punishment

Under Section 69: Effect of non-registration.—

(1) No suit to enforce a right arising from a contract or conferred by this Act shall be institutes 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 tight 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 a ay right or power to realise the property of a dissolved firm, or

(b) the powers of an official assignee, receiver or Court under the Presidency-towns Insolvency Act, 1909 (2 of 1909), or the Provincial Insolvency Act, 1920 (5 of 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 the territories to which this Act extends, or whose places of business in the said territories are situated in areas to which, by notification under section 56, this Chapter does not apply, or

(b) to any suit or claim of set-off not exceeding one hundred rupees in value which, in the Presidency-towns, is not of a kind specified in section 19 of the Presidency Small Cause Courts Act, 1882 (15 of 1882), or, outside the Presidency-towns, is not of a kind specified in the Second Schedule to the Provincial Small Cause Courts Act, 1887 (9 of 1887), or to any proceeding in execution or other proceeding incidental to or arising from any such suit or claim.

Under Section 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

Some important tips to be rememberred to avoid objections from registrar of firms in respect of forms filed.

    1. For Online filing CA/Adv need to create New ID for every Firm.
    2. Write full Name of partners with correct spellings in Deed of Partnership and on all the Forms. Each form should be printed on Green Legal size paper. The partners should sign on each page of the form.
    3. Stamp paper must be in the name of firm or partners.
    4. If change in constitution is simultaneous with change in address, both Forms E & B or D are required to be filed.
    5. Change in Karta is of HUF is required to be intimated in Form E. In case Death of Karta Form E has to be submitted.
    6. Date of filling of documents must be within one month of such notarization.
    7. Check date of stamp paper, date of execution of deed and effective date of partnership deed.
    8. In case of change in name and also the change in address of the lady partner if occurs on account of marriage then Form D is required to be filed along with attested copy of Marriage Certificate which should necessarily contain changed name and address both.
    9. Ensure that the Seal of Notary is put with Red ink and initials of Notary on all pages of the document or form, which is notarized. Name and Address stamp of the Notary on the notarized document or form, along with serial number in the Notary Register of the document being notarized.
    10. Rectification application filed under section 64(2), requesting correction of error signatures of all existing partners are necessary on the application.
    11. Letter of authority to appear before the Registrar of Firms for personal hearing can be signed by any one of the existing partners.
    12. The stamp paper which is used for execution of Deed of Partnership should be dated within 6 months of the date of issue of such stamp paper. This provision is effective from 1-12-1989.
    13. Any particular business requiring License to carry out the business the copy of License is to be submitted along with the submission. If License is not obtained then a Undertaking in Affidavit form signed by all the partners should be submitted.
    14. The business like Petrol Pump / L.P.G. / Kerosene / Ration Shop / Liquor / Quarry / Stone Crushing requires the permission of licensing authority to carry out business in partnership. In such a cases Copy of License is mandatory.
    15. If Deed is not duly stamp or in other case if six month has been lapsed after the execution of deed then in such cases the deed is required to be adjudicated by the Stamp Authority.
    16. If application is submitted through C.A. or Advocate or any third party other than the firm itself then a Authority letter signed by all the partners is required to be submitted along with the application.
    17. For new registration Online Application is mandatory. Online registered firm required to submit all changes online in same user ID.
    18. Offline registered firms are required to submit all changes offline. Only payment of fees/penalty should be online.

Conclusion:

The Indian Partnership Act, 1932 ensures transparency, fairness, and accountability in partnership businesses. By defining legal obligations and rights, it protects partners from misuse of authority and clarifies the consequences of misconduct. While partnerships remain flexible as a business structure, registration is strongly encouraged to secure full legal enforceability of rights.

For more details: https://rof.mahaonline.gov.in/#

Disclaimer: The information contained in this Article is intended solely for personal non-commercial use of the user who accepts full responsibility of its use. The information in the article is general in nature and should not be considered to be legal, tax, accounting, consulting or any other professional advice. We make no representation or warranty of any kind, express or implied regarding the accuracy, adequacy, reliability or completeness of any information on our page/article. 

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