RECONSTITUTION OF PARTNERSHIP DEED
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RECONSTITUTION OF PARTNERSHIP DEED
This deed of partnership made and executed on this the day of .. . . . . .
. . . . . .. . . at Bangalore By and Between
1. . . . . . . . Hereinafter referred to as the first party.
2. . . . Hereinafter referred to as the second party/retiring partner.
3. . . .. hereinafter referred to as the third party/retiring partner.
4. . . . . . . .. . . . . . . . . . . . . . .. . hereinafter referred to as
the fourth party/incoming partner.
(The terms fist, second, third and fourth parties shall wherever the context
to request mean and include their respective heirs, legal representatives, administrators,
executors and assigns) of the each part shall witnesseth
Whereas the parties 1 to 3 herein have been carrying on business as partners
of the firm under the name and style of . . . . . . . . . . . . . . . . . ..
. . . . . . . . . . .. .. The parties 2 to 3 herein have expressed their desire
to retire from the firm and the fourth party herein as offered to come in as
a partner to continue the business of . . . Upon the parties 2 and 3 herein
offering to retire from the firm the accounts of the firm have been drawn.
Whereas the party of the third part has lent substantial amount of money to
the firm to meet the exigencies of the business apart from contributing to the
capital of the firm. The parties 1 and 4 herein have decided to continue the
business in the same products in which the firm was dealing and to take over
the liabilities of the fir, all the assets together with goodwill and name.
Hence this re-constitution deed.
NOW THEREFORE THIS DEED OF PARTNERSHIP SHALLWITHNESSETH
1. Name of the Firm
Manufacture and sale of electrical varnishes of all grades, polymers resins
and such other products which may be decided by the partners from time to time.
To engage in trading activities in dyes, chemicals pigments etc.,..
4. DURATION OF PARTNERSHIP
The duration of partnership will be AT WILL. However, it shall not be dissolved
for atleast five years or with the consent of both continuing partners.
First and fourth parties herein who will be contributing Rs . . . . . each
towards the share capital.
6. SHARING RATIO
5050 each between two partners out of the profits and losses.
7. BANK ACCOUNT
The firm shall have in its name such Bank Accounts as may be necessary with
any Bank, wither schedule, Co-Operative or Nationalised Bank and the Bank Accounts
shall be operated by the Managing Partner.
Sri. . . . . . . . . the first party herein shall be the managing partner of
the firm he shall carry on day to day affairs of the firm in the best interest
of the partners with the assistance of the other partner. Matters relating to
line of business, finances, place of business, salaries, appointments etc.,
shall be decided from time to time by the managing partner.
9. FURTHER INVESTMENT
In case of necessity the partners have agreed to invest money for effectively
running the unit. Such additional investment shall be treated as loan and such
lending partner will be entitled to 18% p.a. interest on such amount.
10. In case of death, insolvency, lunancy or retirement of any one of the partner
of the firm, the firm shall not automatically get dissolved. The surviving partner
will be entitled to continue the firm either by taking new partners or without
The partners may, by mutual consent, borrow the funds from any bank, society,
co-operative Bank, financial institution or individuals for the purpose of running
the business and in such cases all the partners will jointly and severally be
responsible for the repayment of loans or credit facilities availed by the firm.
No partner will be entitled to borrow money in the name of the firm individually
and all security documents shall be signed both partners.
The partners will be entitled to draw a sum of Rs. . . . . . . each for the
services rendered by them to the firm and the same shall be subject to revision
by mutual consent depending on the financial position of the firm. However,
if the firm is not in a position to repay the loan or instalments top the creditors
from out of the income of the firm the partners will not draw their salaries.
13. The partners will not be entitled to withdraw the capital contributed by
them till such time the loans contracted by the firm is fully discharged.
14. The Books of Accounts of the firm shall be maintained by the managing partner
with the assistance of such staff, employees or agent as my be appointed by
the fir,. The second partner and managing partner will be entitled to sign all
the bills, vouchers and other papers required to to signed in daily transaction
to carry on smooth business.
15. No partner shall contract any loan individually or incur liability without
written concurrence of the other partner and if any such commitment is made
contrary to the above only such partner making commitment will answer the same.
All appointments of consultants, staff, employees, agents, dealers, tax consultants,
auditors, advocates etc., shall be made by mutual consultation between the partners.
17. The Managing partner shall maintain proper books of accounts regularly
and the same shall be kept in its registered office or at the factory which
shall be made available for inspection by the other partner at all times. He
account books so maintained by the firm shall be got audited every year by qualified
18. FINANCIAL YEAR
The financial year of the firm shall be from .. . .. . .. of each year ending
with . . . .. .. . . . of succeeding year.
19. No partner will be entitled to retire from the firm without giving atleast
one month notice in advance, to the other and without obtaining prior permission
from the Bank or financial institution with whom the firm will have transactions.
20. No. partner will be entitled to transfer, assign or charge his/her interest
or share in the firm to a third party without prior consent of the other partner
and also without prior permission of the Bank.
21. Since second and third parties herein have retired from the firm w.e.f.
today, have drawn up the accounts till date and that the retiring partners have
no dispute or claim either against the firm or the continuing partners.
22. No partner shall engage himself/herself in any activity or business which
is similar identical with the business and activity of the firm either directly
or indirectly to affect the interests of the firm adversely.
23. The firm shall sue and be sued in the name of the firm only and managing
partner shall represent the firm in such matters before the courts of law by
signing such papers as may be required to be signed and verified for being presented
in the courts, arbitrators or such other authority.
24. The properties acquired and transactions carried on by the firm shall be
in the name of the firm and all assets, liabilities goodwill etc., that have
been acquired as on date will continue to be the assets of the firm.
25. The partners shall sincerely do their respective jobs which is necessary
in the best interest of the firm so as to run the same smoothly and profitably
to the best advantage of all the partners. If any partner were to deliberately
cause loss to the firm or is acting prejudicial to the interest of the firm
such a partner shall make good the same to the other partner and such partner
shall be removed from the partnership.
26. In respect of all the matters for which there is no specific clause provided
herein, the parties herein, will be governed by provisions of the Indian partnership
Act 1932 and any amendments thereto from time to time.
IN WITHNES WHEREOF THE PARTIES HERETO HAVE SER THEIR RESPECTIVE HANDS TO
THIS PARTNERSHIP DEED ON THE DATE AND PLACE MENTIONED HEREINABOVE IN PRESENCE
OF THE FOLLOWING WITHNESSES