Partnership Deed

Date:

Place:

Parties:

(Name/Father’s name/Address/Age). By faith (Religion name), a citizen of India. (Herein after

referred to as the “…1 st…Party which expression shall, unless excluded by of repugnant to the
context be deemed to mean and include its administrators and permitted assigns).

A N D

(Name/Father’s name/Address/Age). By faith (Religion name), a citizen of India. (herein after

referred to as the “…2nd Party (Name/Father’s name/Address).” Which expression shall, unless
excluded by of repugnant to the context be deemed to mean and include its administrators and
permitted assigns).

A N D

(Name/Father’s name/Address/Age). By faith (Religion name), a citizen of India. (herein after

referred to as the “…3rd Party (Name/Father’s name/Address).” Which expression shall, unless
excluded by of repugnant to the context be deemed to mean and include its administrators and
permitted assigns).

WHEREAS: all the above said three parties (the “Partners”) have decided to enter into a
Partnership through this Deed of Partnership.

WHEREAS: the partners have decided to reduce the terms & conditions of their Partnership
into writing as appearing hereinafter.

NOW THIS DEED OF PARTNERSHIP WITNESSED AS FOLLOWS:

1. NAME OF THE PARTNERS:

2. NAME & PLACE OF THE BUSINESS OF THE FIRM: That the name of the partnership
firm shall be “(Firm Name)” having its office at “(Address and the place of business)”.
However the partners shall be at liberty to change or alter the registered office or carry
on the business at any other place or places as may be decided between the partners
from time to time.

3. TENURE: The firm shall remain in existence and any dissolution shall not take effect
till the time all the Partners of the Firm after mutual consent pass a resolution to this
effect.

4. MANAGING PARTNER: “(Partner Name)” shall be the managing partner and authorized
by the other partners to perform daily affairs of the Firm and to do all the acts, deeds
and things or such other tasks as deemed fit by him on behalf of the Firm and in the
beneficial interest of the Firm unless expressly barred.

5. POWERS/DUTIES/RESPONSIBILITIES OF THE MANAGING PARTNER: The power

and duties of the managing Partner, which shall be exercised at his sole discretion
without any consent (written / verbally) from the remaining partner shall include but
not be limited to the following which excludes only the banking related matters.
 Obtaining of the Registration Certificate from the Registrar of Firm.
 Obtaining the Statutory approvals/Licenses/ Registration of logo of Firm.
 Authorizing anybody to do the liasoning with concerned Government Department.

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 Opening of the bank Account in any scheduled licensed bank by RBI.
 To convert this partnership Firm in LLP or Pvt. Ltd. or Ltd. Company as and when
required.
 To appoint consultant for the respective field for taxation or legal purposes as the need
may arise.
 Managing the day to day tasks of the Firm.

To sue, file and institute any case on behalf of the Firm and defend any claim, court
case or proceedings filed against the Firm including issuing of Vakalatnama/letter of
Authority to the lawyers named herein below, filing any affidavits, written statement,
applications, petitions, suits, complaints, review, revision, appeal, compromise,
agreement, deed agreement and etc.

6. BANKER/ BANK ACCOUNT: Bank account(s) of the Firm Shall be opened in the name
of the Firm with any scheduled bank(s) with signature of all the partners i.e. “partner
name” on behalf of the firm.

Firm shall be opening a bank account in any nationalized bank as mutually agreed
between the partners.

7. AUTHORIZED SIGNATORIES: That, the bank account shall be operated by all the
partners jointly and except otherwise the Managing Partners shall maintain the day to
day affairs as mentioned in the clause no.8.

Capital/Investment: the capital required for the business of the partnership shall be
contributed by the partners as per their convenience as and when funds are in need
which includes addition and or further investment as required from time to time.

8. PROFIT/LOSS SHARING RATIO: The profit loss of the partnership shall be shared
/borne by the partners as follows;
 Party of the First Party-……%
 Party of the Second Party-……..%
 Party of the Third Party-……..%

9. ADDITION OF PARTNER: That no person shall be admitted as partner without the

written consent of all partners.
10. RETIREMENT/RESIGNATION: The partners shall have the option/right to
resign/retire from the partnership and in the event the number of partners falls below
two the partnership shall be deemed to have been dissolved and the assets of the Firm
shall be distributed in terms of clause 23 herein below.
11. JOINING OF NEW PARTNER: The firm may decide to task in any new investor/partner
after he/ she /it remits the requisite funds as per the Firm’s requirement and in the
intervening period simple interest will be payable by the Firm on the
investment/deposits made by such new investor as per exiting saving bank account
rate of interest of nationalized bank or otherwise as amicably settled.
12. ADDITIONAL CAPITAL: Any further or additional payments towards capital made by
the either partners shall be added in the book of accounts against the share of
concerned partners and shall be adjusted amicably from time to time.
13. ACCOUNTS: The accounts of the Partnership shall be made up at end of the financial
year or at such date mutually agreed upon between the Partners and shall be kept at
the principal place of business. The assets and liabilities/balance sheet and profit and
loss of the Partnership shall be signed by all the Partners and audited by auditors.
That as per provisions of Partnership Act, 1932 personal and business expenses shall
be booked separately by the Firm under the expense group namely Business Expense &
Personal Expense.

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14. LEGAL ADVISORS: That, (Advocate name), and his associates shall be the legal advisor
of the firm. However, the partners of the firm in future having mutual understanding
can appoint any other advocate for any special circumstances.
15. ARBITRATION: In the event of any dispute or differences arising between the parties
hereto either concerning the construction, meaning or effect of this deed or the
respective rights and liabilities of the parties hereto, or their enforcement there under, it
shall be first settled amicably through discussions between the parties and if not
resolved then otherwise referred to the arbitration of a sole Arbitrator if agreed upon,
failing which to the sole Arbitrator as appointed by the Court in accordance with the
provisions of the Arbitration and Conciliation, Act 1996. The arbitration proceedings
shall be conducted at Agartala, Tripura.
16. SEVERABILITY: This deed constitutes the entire understanding/agreement between
the parties taking precedence over and superseding any prior contemporaneous oral or
written understanding unless otherwise provided herein. This deed cannot be modified,
amended, rescinded or waived, in whole or part except by a written instrument signed
by all the parties to this deed. The invalidity or unenforceability of any terms or
provisions of this deed shall not affect the validity or enforceability of the remaining
terms and provisions of this deed which shall remain in full force and effect.
17. COVENANTS: No partner shall without the written consent of all other remaining
Partners or resolution of the Firm passed by the partners:-
Make any other person/entity a partner with him/her or enter into any contract;
 Transfer, sell, assign, mortgage or charge his/ her shares and / or interest in the
Partnership and /or in the assets and / or profit of Firm.
 Compromise or compound or release or discharge any debt due to the Firm;
 Draw, accept or endorse on behalf of the Firm any bill of exchange and / or promissory
note and /or pledge the credit of the Firm;
 Enter into any bond or stand bail or surety for any person or knowingly cause or permit
anything whereby the Partnership property may be endangered;
 Dispose of by loan, pledge, sell, and transfer any moveable/immoveable property of the
Firm/ Partnership on behalf of the Firm;
 Borrow in the name of the Firm
 If any of the partners commits any breach of any of the stipulations contained herein
he/she hereby indemnifies the Firm /all the remaining partners from all damages
losses and expenses form such breach.

18. DISSOLUTION: That it is specifically agreed by and between the partners herein that
the Firm shall not be dissolved in the event of death/insolvency of any one of the
Partners, but shall continue with the existing partners, at least two in number.
However, no legal representative or heir of the deceased partner shall be entitled to
become a partner and interfere in the management of the affairs of the
Firm/Partnership.
Only those legal representative or heirs, who would be duly nominated as per the will
(subject to verification of authenticity/validity of said document) of the deceased
partner, shall be entitled to inspect the account book and the vouchers in support
thereof for the purpose of ascertaining his/her share therein and the profits accruing
/due thereon. Such duly nominated legal representative or heir shall not, however be
liable for any losses incurred after the demise of the partner unless be is taken as a
partner in place of the deceased partner immediately on such demise. In the event any
of the Partner dies without leaving any will or nomination, legal heirs of the said Partner
would be entitled to receive the dues of the said Partner as may be payable to him on
date of his death only after producing an appropriate order to that effect from the Court
of appropriate jurisdiction.

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 That it is agreed between the Partners that in case of retirement/resignation of any
partner(s) from the Firm, the partnership shall not be dissolved but shall continue with
the remaining Partners.

19. REGISTRATION: The Firm shall be registered pursuant to the Indian Partnership Act,
1932 and Firm Shall subsequently apply for the requisite licenses/approvals for
conduction of its business to the appropriate authorities. Any change which may occur
in the particulars to be furnished there under shall forthwith be notified to the Registrar
of firms in a statement specifying the date and nature of such change signed by all the
partners and /or by the Managing Partner. The emblem / logo of the Firm shall be
printed on the letterheads of the Firm and the said emblem/logo of the Firm shall be
duly applied for registration as a trademark, to the appropriate authority.
20. DETERMINATION OF PARTNERSHIP: On the determination of Partnership for
whatever cause, the Partnership shall be wound up and the assets, movable as well as
immovable shall be distributed amongst the partners in the manner mentioned
hereinbefore or in any other manner as may mutually agreed upon between the
Partners all the time of dissolution.
21. PROVISIONS OF INDIAN PARTNERSHIP ACT, 1932: That for all other matter not
specifically mentioned in the partnership deed, the provisions of Indian Partnership Act,
1932 as amended from time to time shall apply.
22. IN WITNESS WHEREOF: The partners herein have hereunto set their respective
signatures on the day, month and year first herein above written.

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