CS Mohit Saluja

The law relating to a partnership firm is contained in the Indian Partnership Act, 1932.Under Section 58 of the Act, a firm may be registered at any time (not merely at the time of its formation but subsequently also) by filing an application with the Registrar of Firms of the area in which any place of business of the firm is situated or proposed to be situated.

Under Section 59 of the Act, when the Registrar of Firms is satisfied that the provisions of section 58 have been duly complied with, he shall record an entry of the statement in the Register of Firms and issue a Certificate of Registration.

But During the course of the business, some situation may arise like:

  1. The Place of business may change
  2. The Partners may decide to change the name of the Firm
  3. There may be admission of new partners in the Firm
  4. The old partners may resign or leave from the Firm
  5. There may be change in the name and permanent address of the partners
  6. The minor Partner entered at time of constitution of firm may get the majority etc.

So, in all above such cases, the Partners are bound to inform the Registrar of Firms about such changes in the Partnership Firm. Consequent to which they are to draft a new Partnership Deed as per the changes and to file again the application along with required documents to the Registrar of Firms with the applicable fees.

Who will inform the Registrar of Firms about such changes in the Constitution of the Firm

Change in the constitution of the firm and its dissolution [Section 63(1)]

When change occurs in the constitution of the firm, any of the new, continuing or the outgoing partner, while 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 authorized on his behalf, may give notice of such a change to the Registrar, specifying the date thereof.

Under Section 63(2), 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, he or his agent specially authorized in this behalf, may give notice to the Registrar that he has or has not become a partner.

The following forms as prescribed under I.P. Act 1932 accepted for various amendment in original Form-A and Form-C.

S. No.

Form No.

Purpose

1. Form No. II For change of principle place of business & change in the name of the firm.
2. Form No. III For change of the other then principle place of business.
3. Form No. IV For change of name of the partners & permanent address of the partners.
4. Form No. V For change of constitution of forms & addition or retirement of partner.
5. Form No.VI For dissolution of the firm
6. Form No. VII For minor partner attains the age of majority.

 Procedure for Changes in the Constitution of the Firm:

  1. Draft a new Partnership Deed as per the changes in the constitution of the Firm
  2. Fill Form in Capital Letters in Form No. (As given above as per the requirement)
  3. Pay the Challan Fees with the respective Bank
  4. Submit the application with the concerned Registrar of Firms of the State along with following Documents:

(i) Xerox copy of Old Partnership Deed (Drafted at time of Constitution of Firm), duly attested by the Notary of concerned town where the Registered Office of the Firm is situated.

(ii) Xerox copy of New Partnership Deed (Drafted at time of Changes in the Constitution of Firm), on a Stamp Paper of Rs. 1000 (Stamp Paper of Rs. 1000 applicable In Punjab as per the State Stamp Act) duly attested by the Notary of concerned town where the Registered Office of the Firm is situated.

(iii) ID Proofs of all the partners, along with the new admitted partners, if any, duly attested by Notary, Gudegted Officer or any Professional like CA/CS/CWA.

(iv) Passport size photographs of all the partners along with the new admitted partners, if any.

(v) Copy of Receipt Challan (Form PTR 16 Rule 107 of PTR Volume 1) deposited in the Bank.

(vi) Ownership proof of the new place of business, if place of business has been changed

(vii) The Xerox copies of Certificate A and C, issued at time of constitution of the Firm, duly attested by Notary, Gudegted Officer or any Professional like CA/CS/CWA.

After the application is submitted with the Registrar of Firms, the Registrar will look after the application and when the Registrar of Firms is satisfied that the application is complete in all respects and the applicant have duly complied all the provisions of the act, he shall record an entry of the statement in the Register of Firms and issue a Certificate A and Certificate D stating the Changes in the Partnership Firm.

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CS Mohit Saluja

Practicing Whole Time Company Secretary

2nd Floor, Malhotra Complex, Sehdev Market,

Jalandhar, Punjab-144001

Ph. No. 9914558709

Email id: [email protected]

Author Bio

Qualification: CS
Company: Mohit Saluja & Associates
Location: JALANDHAR, Punjab, IN
Member Since: 13 May 2017 | Total Posts: 66
Hi, This is CS Mohit Saluja, Graduate in Law and Post Graduate in Commerce & a Fellow member of the Institute of Company Secretaries of India, New Delhi, having more than 10 years of stringent experience in the field of Secretarial and RBI Matters, Company Law Board (CLB), Regional Director (RD) View Full Profile

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45 Comments

  1. Pradeep K N says:

    if the partnership firm registered office is changed from One district to another district, in that case is it possible to transfer the file from earlier District registrar office to newly transferred District Registrar office.

    1. Pradeep K N says:

      Hi sir
      If the registered office was shifted to another District and also admitted one more partner in this situation what is procedure for the reconstitution of partnership and change of address. in which office need to submit the change of address and and admission of partner as the firm is shifted to another district.

  2. Gulabsinh says:

    We are three partners. One is leaving without any payment taking from firm as he never paid to form. One more partner is joining (wife of one partner) without paying any money as her husband has paid excess to firm. Please comment and advise procedure.

  3. Manjiri says:

    We have opened a company in pvt Ltd name but we haven’t commenced with bank procedure yet,my partner is not willing to open a bank account. Can v still change the name of the partner

  4. A.K.Natarajan says:

    Is the Registrar under the Indian Partnership Act and the Rules framed is bound to decide the disputed resignation of a Partner under Sc 63 of the Act ? If so whether opportunity be given to the contesting parties? If so under what rules? Any decided case Law

  5. Umer says:

    My father has a total of 6 partners in his business (manufacturing unit) and he has become aged.
    So now can he transfer his 100% ownership under my name to be more specific we are 4 brothers so it well be distributed equally or it can be transferred to one person. So according to Indian partnership act can u please explain the legal procedures to do so.

  6. radhika says:

    Hi I start a business in firm name with partnership ,2019 Aug ROC ,pan and deed every done ,

    now I want to remove the 2nd partner and I have to add new partner , please tel me the process

  7. Ambarisha B M says:

    Hi I start a business in firm name with partnership ,2019 Aug ROC ,pan and deed every done ,

    now I want to remove the 2nd partner and I have to add new partner , please tel me the process

  8. Kumar says:

    Hello, I want to start a gold business in the name of “Shree Kalyanam Gold’s. May I use this name or whether it is similar to Kalyan Jewellers? If it is similar how may I search for a name

  9. Pratik Gupta says:

    What is the Difference between Change in Constitution and Change of Constitution? Further change in partners of partnership firm will be considered as change of constitution or change in constitution

  10. Swapnil Sangam says:

    hi… i made a partnership firm deed with 2 partners in 2014 and applied for pan card.. with date of incorporation on it as June 2014. But at that we had not registered the deed with ROC… Now i want to get it registered, and also second partner has to be removed and new partner has to be added…
    please guide me the sequance and way for the same?
    Help me please…!

  11. khushboo jasani says:

    dear sir,

    if in partnership firm there is change in contribution of partner which form i have to file ? kindly help in this matter

  12. Pradeep Bajaj says:

    Dear Sir,

    I require a small format on change in constitution of partnership deed which has to be published in the newspaper.

    Can you please help me out with it. It will be published in the newspaper in 4 X 5 size.

    Thanks & Regards
    Pradeep Bajaj
    Raipur
    Cont. No. 09826166000

  13. divya goyal says:

    Dear sir,
    my father have a business of mustard oil.and there is only two partner one is my father and second is my grand mother.my grand mother is 82 yrs old.due to uncertainty of her life we want to remove/retire her from firm and want to admit my mother as a partner in same ratio.what are the formalities required for this change in constitution of partnership.and another issue is that my mother doesn’t have sufficient capital to enter in the firm.
    Please suggest all necessary action required for this.

  14. Umesh Sonkamble says:

    Dear Sir,

    There are two partners entered into partnership both are NRI but at the time of entering into partnership they were Indian resident and have given power of attorney to an Indian resident to operate the business…….In such a case will the partnership firm continue or will be dissolved ……In case if there is any other procedure please let me know.

    Kindly reply as soon as possible

  15. Sachin says:

    If one partner wants to give his full rights to another partner (in terms of authority) do we need to prepare new partnership deed or is their any other option?

  16. SANJEEV BANSAL says:

    We are working with CPWD as Civil contractor, we are 2 partner me & my father now due to old age my father want to retire from the above said firm & firm will be converted in to sole proprietor ship concern of me, kindly give guidance for the same & oblige.

  17. VENUGOPAL says:

    Dear Sir,
    We have executed partnership deed and not commence business till date only registered with DGFT and Bank we got IE code and Bank account No. now the rental premises is my mothers name we got rental period one year, now i want come out with old partner, In the partnership deed agreed 50/50 profit/ loss only.

    kindly suggest how to proceed further.

  18. JOSEPH JOHN says:

    Dear Sir

    May I know the minimum & maximum number of persons required for forming a Partnership firm as per the Indian Partnership Act.

    JOSEPH JOHN
    TRIVANDRUM, KERALA
    +91 – 9656006653

  19. Hamid K says:

    Dear Sir,

    Thanks for the informative article. I have a query.

    A partnership firm constituted in Mumbai. In between 2 men partners was made in 1964. The firm is registered.

    Profit sharing ratio is 50:50

    First Partner wants to retire by taking a sum of rupees 6000000/- second partner wants to admit his son by paying 6000000/- to the first partner

    Second partner paid to first partner a sum of rupees 4000000/- and remaining 2000000/- second partner bond to pay within one month after the first payment made that is 4000000/-,

    but this was not happened and balance payment was not made till date first payment of Rs 4000000/- made some were in feb 2009

    In Dec 2009 first partner expire leaving behind. 1) One widow 2) two Son 3) one daughter.

    and a company is having a plot of 50000 sq ft in the name of partnership firm (Note. company was not in function from the begining of registration till the date)

    please advise what is the procedure to solve the above issue and bring the widow’s name instead of his husband name in the property.

    and dissolve the partnership firm

    Looking forward to advise from your side.
    Thanks and regards

    Hamid K.

  20. K Rakheja says:

    Dear Sir,
    Thanks for the informative article. I have a query. A partnership firm constituted in Punjab on a Rs 500/- stamp paper between 2 women partners was made in 2010. The firm was not registered. The capital was 50,000/- in 50:50 ratio. Now one partner wants to retire and another has to join. Kindly guide as on on what denomination stamp paper it needs to be made and does it is required to subit the required forms to the registrar of firms (as it is yet unregistered firm, buy has VAT no & is paying VAT regularly).
    Looking forward to advise from your side.

    Thanks and regards
    K Rakheja

  21. Meenakshi K Choudhary says:

    I have urgent query at the time of new partneship registration
    is it necessary that date of notary shall be same as date date of joining of partners ?? ROF has refused application on this ground.

  22. Vidya says:

    Dear Sir,

    These information is good and useful to me.

    One more question I want to ask you that can we change the partners..? like old 2 partner want to leave the possession and 2 new partners suppose to join.. if there is any procedure related to this than pls let me know….

    thanks & regards
    Vidya

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