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Partnership Firm Registration

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Online Partnership Firm Registration in India

One of the most essential types of company organisation is a partnership firm. It is a common company structure in India. A partnership firm must be formed by at least two people. A partnership firm is formed when two or more people join forces to start a business and divide the profits in an agreed-upon ratio. Any type of trade, occupation, or profession is included in the partnership business. Partnership Firm Registration refers to the registration of the partnership firm with the Registrar of Firms by its partners. The partners must register their firm with the Registrar of Firms in the state in which it is based. Because partnership firm registration is not required, the partners can apply for registration of the partnership firm either when the firm is formed or afterward at any point during its operation.

To register a partnership, two or more people must come together as partners, agree on a firm name, and sign a partnership deed. Partners, on the other hand, cannot be members of a Hindu Undivided Family or husband and wife. 

In India, partnership firms are governed and regulated under the Indian Partnership Act, 1932. Partners are the people who work together to form a partnership firm. A contract between the partners establishes the partnership firm. A partnership deed is a contract between the partners that governs the relationship between the partners as well as the partnership firm

What is a Partnership?

It’s a relationship between two people who have agreed to share the business profits carried on by all/any one of them acting for all as mentioned in Section 4 of the Indian Partnership Act. Hence, a Partnership includes 3 main elements:

  • A Partnership must be an outcome of an agreement between 2 or more individuals;
  • The business or a company must be run by all or any of them representing the rest;
  • The agreement must be drafted to share the business profits.

Importance of Registering a Partnership Firm in India

The Indian Partnership Act makes registration of a partnership firm optional rather than mandatory. It is entirely at the discretion of the couples and is entirely voluntary. The firm can be registered at the moment of its formation or incorporation, or at any time throughout the partnership’s operation.

However, it is usually better to register the partnership firm because a registered partnership firm has additional rights and benefits over unregistered firms. A partnership firm enjoys the following advantages:

  • A partner may sue any other partner or the partnership firm to enforce his contractual rights against the partner or the firm. Partners in an unregistered partnership firm cannot sue the firm or other partners to enforce their rights.
  • The registered firm may launch litigation against any third party to enforce a contractual right. An unregistered firm cannot file a lawsuit against a third party to enforce a right. Any third party, however, may initiate a lawsuit against the unregistered firm.
  • To enforce a contractual entitlement, the registered firm may seek set-off or other legal action. In any proceedings brought against it, the unregistered firm cannot claim to set off.

Advantages of Partnership Firm Registration

The following are the benefits of Partnership Firm Registration in India:

  1. Easy to Incorporate: In comparison to other types of business organisations, forming a partnership firm is simple. By preparing the partnership deed and entering into the partnership agreement, the partnership firm can be formed. Other than the partnership agreement, no other documents are necessary. It is not even required to be registered with the Registrar of Firms. A partnership firm can be created and registered at a later date because registration is optional.
  2. Less Compliance: In comparison to a corporation or an LLP, a partnership firm is subject to far fewer regulations. The partners do not require a Digital Signature Certificate (DSC) or a Director Identification Number (DIN), which are required for LLP company directors or designated partners. Any changes to the business can be readily implemented by the partners. Their operations are subject to legal constraints. It is less expensive to establish than a corporation or limited liability partnership. The dissolution of a partnership firm is simple and requires few legal requirements.
  3. Quick Decision: Because there is no distinction between ownership and management in a partnership firm, decision-making is swift. All choices are made collaboratively by the partners and can be applied instantly. The partners have broad powers and actions that they can carry out on behalf of the company. They can even conduct transactions on behalf of the partnership firm without the agreement of the other partners.
  4. Sharing of Profits and Losses: The partners split the firm’s profits and losses evenly. They can even choose their own profit and loss ratio in the partnership firm. They feel a sense of ownership and accountability because the firm’s profitability and turnover are based on their efforts. Any loss incurred by the firm will be shared equally or in accordance with the partnership deed ratio, alleviating the weight of loss on one individual or partner. They are jointly and severally accountable for the firm’s operations.

Disadvantages of Partnership Firm Registration

The following are some disadvantages of Partnership Firm Registration:

  1. Unlimited Liability: The major disadvantage of a partnership firm is that the partners’ liability is unlimited. The partners must cover the firm’s loss out of their personal estate. In contrast, the liability of shareholders or partners in a business or LLP is limited to the number of their shares. The liability caused by one of the partnership firm’s partners must be borne by all of the firm’s partners. If the firm’s assets are insufficient to satisfy the obligation, the partners must repay the creditors with their personal property.
  2. No Perpetual Succession: A partnership firm, unlike a corporation or an LLP, does not have perpetual succession. This means that the death of a partner or the insolvency of all but one of the partners will bring an end to a partnership firm. It can also be dissolved if one of the partners provides the other partners notice of the firm’s dissolution. As a result, the partnership firm can dissolve at any time.
  3. Limited Resources: A partnership firm can have a maximum of 20 participants. The number of partners is limited, and so the capital invested in the firm is similarly limited. The firm’s capital is the total of the amounts invested by each partner. This limits the firm’s resources, and the partnership firm cannot pursue large-scale projects.
  4. Difficult to Raise Funds: Raising capital is challenging since the partnership firm lacks perpetual succession and a separate legal entity. In comparison to a company or an LLP, the firm has fewer possibilities for generating capital and expanding its operations. People have less trust in the firm because there are no strong legal requirements. The firm’s financial statements do not have to be made public. As a result, borrowing money from outside people is difficult.

Checklist for Partnership Firm Registration in India

Following is the vital checklist for Partnership Firm Registration:

  • The creation of a partnership agreement.
  • A minimum of two members must be partners.
  • A maximum of twenty partners is permitted.
  • Choosing an appropriate name.
  • The main place of business.
  • The firm’s PAN card and bank account.

Documents for Partnership Firm Registration in India

Following are some crucial documents required for Partnership Firm Registration in India:

  1. Application for registration of partnership (Form-1)
  2. Certified original copy of Partnership Deed.
  3. Specimen of an affidavit certifying all the details mentioned in the partnership deed and documents are correct.
  4. PAN Card and address proof of the partners.
  5. Proof of principal place of business of the firm (ownership documents or rental/lease agreement).

If the registrar is satisfied with the documents, he will register the firm in the Register of Firms and issue a Certificate of Registration. The Register of Firms contains up-to-date information on all firms and can be viewed by anybody upon payment of certain fees.

What is a Partnership Deed?

A partnership deed is a formal agreement that outlines the rights, duties, profit sharing, and other obligations of the partners in a partnership. It can be in written or oral form, but it is generally recommended to have a written partnership deed to prevent any potential conflicts in the future.

The partnership deed should include the following details:

General details:

  • Name and address of the firm and all the partners.
  • Nature of the business.
  • Date of starting the business.
  • Capital contribution by each partner.
  • Profit/loss sharing ratio among the partners.

Specific details:

In addition to the general details, the partnership deed may include specific clauses to address certain aspects and avoid conflicts. These may include:

  • Interest on capital invested, partner’s drawings, or any loans provided by partners to the firm.
  • Salaries, commissions, or other amounts payable to partners.
  • Rights and responsibilities of each partner, including any additional rights granted to active partners.
  • Duties and obligations of all partners.
  • Procedures to be followed in the event of a partner’s retirement, death, or dissolution of the firm.
  • Any other clauses agreed upon by the partners through mutual discussion.

It is important to include all relevant details and provisions in the partnership deed to ensure clarity and avoid disputes among the partners.

Procedure for Partnership Firm Registration in India

Following is the step-by-step Partnership Firm Registration in India:

Step 1: Submit an Application for Registration

Along with the specified fees, an application form must be completed with the Registrar of Firms of the State in which the firm is located. All partners or their agents must sign and verify the registration application. The application, which includes the following information, can be mailed or delivered to the Registrar of Firms.

  • The company’s name.
  • The firm’s major place of business.
  • The location of any other locations where the corporation does business. 
  • Each partner’s date of incorporation.
  • All of the partners’ names and permanent addresses.
  • The company’s lifespan. 

Step 2: Choose a Name for the Partnership Firm

A partnership firm can be given any name. However, certain parameters must be met when choosing a name:

The name should not be too close or identical to that of an existing company in the same industry.

The name should not include words like emperor, crown, empress, empire, or any other words that indicate government permission or support.

Step 3: Registration Certificate

If the Registrar approves the registration application and documentation, he will enter the firm into the Register of Firms and issue the Registration Certificate. The Register of Firms contains up-to-date information on all firms, and anybody can use it for a fee.

A completed application form and fees must be sent to the Registrar of Firms in the state where the firm is located. All partners or their agents must sign the application.

Timeline for Partnership Firm Registration

The partnership firm registration process takes approximately 10 days, subject to departmental approval and reverts from the respective department.

Compliance after getting Partnership Firm Registration Online

  1. After the Registration, the Partners must receive PAN and TAN from the IT Department;
  2. No matter how much you generate or lose money, a Partnership Firm in India must file an Income Tax Return;
  3. In the case of a registered Partnership Firm, the total income will be taxed at a rate of 30%+ an additional income tax surcharge;
  4. A Tax Audit must be performed by all Partnership Firms with yearly revenue of over Rs. 100 lakhs;
  5. Businesses that make more than Rs. 40 lakhs in annual income must register for GST online (Rs. 20 lakhs in the case of the northeastern states). However, businesses involved in e-commerce, export-import & marketplace aggregation must register for GST to operate;
  6. After GST Registration, the concerned firm is required to submit monthly, quarterly, and yearly GST returns. In India, Partnership Firms must also submit their quarterly TDS Returns, which must deduct tax at source as per the applicable TDS Rules & have TANs;
  7. All Partnership Firms in India must get ESIC Registration and file an EIC Return.

FAQs

  1. What is a partnership firm?

A partnership firm is a business structure in India where two or more individuals come together to carry out a business with a shared goal and profits.

  1. How many partners are required to form a partnership firm?

A minimum of two partners is required to form a partnership firm in India, while the maximum limit is 20 for non-banking businesses and 10 for banking businesses.Q3:

  1. Is there a requirement for written partnership agreement?

While a written partnership agreement is not legally required, it is highly recommended to have one. The agreement helps define the terms and conditions, roles and responsibilities, profit sharing, and other important aspects of the partnership.

  1. Can a partnership firm have a different name from the partners’ names?

Yes, a partnership firm can have a different name known as the “Firm Name.” It is commonly chosen to reflect the nature of the business or any other desired name.

  1. What are the documents required for partnership firm registration?

The following documents are generally required for partnership firm registration: partnership deed, address proof of the principal place of business, identity and address proof of partners, and photographs of partners.

  1. Can a partnership firm have a registered office address?

Yes, a partnership firm can have a registered office address. The address proof of the principal place of business is required during the registration process.

  1. Can a partnership firm be registered online?

Yes, partnership firm registration can be done online through the Ministry of Corporate Affairs (MCA) portal.

  1. How long does it take to register a partnership firm in India?

The registration process typically takes around 2-3 weeks, depending on the completion and accuracy of the documents submitted.

  1. What are the advantages of registering a partnership firm?

Some advantages of registering a partnership firm include easy formation, shared decision-making, combined resources and expertise, flexible profit sharing, and tax benefits.

  1. Are partners personally liable for the firm’s debts and liabilities?

Yes, in a partnership firm, partners have unlimited liability, meaning they are personally liable for the debts and liabilities of the firm.

  1. Can a partnership firm convert into a different business structure later?

Yes, a partnership firm can be converted into a Limited Liability Partnership (LLP) or a Private Limited Company, subject to compliance with the respective laws and procedures.

  1. Do partnership firms need to file annual tax returns?

Yes, partnership firms are required to file annual tax returns with the Income Tax Department, providing details of their income, expenses, and profit distribution.

  1. Can a partnership firm have foreign partners?

Yes, a partnership firm can have foreign partners, subject to compliance with the Foreign Exchange Management Act (FEMA) regulations and other applicable laws.

  1. Is it necessary to have a PAN card for partnership firm registration?

Yes, a PAN card (Permanent Account Number) is required for partnership firm registration as it serves as a unique identification number for taxation purposes.

  1. Can a minor be a partner in a partnership firm?

No, a minor cannot be a partner in a partnership firm. Only individuals who have attained the age of majority (18 years) can become partners.

  1. Can a partnership firm hold properties in its name?

No, a partnership firm is not a separate legal entity, so it cannot hold properties or assets in its own name. However, the partners can hold the properties in their individual names and use them for the firm’s business.

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