The Indian Partnership Act, 1932 for CA Foundation

The Indian Partnership Act, 1932: what a partnership is, registration, minors, partners' rights, authority and liability, and dissolution.

Business LawsPaper 213 MCQs2 lessons2 flashcards3 memory tricks

Practise The Indian Partnership Act, 1932 free

What you'll learn

  1. Nature, registration and kinds of partners
    Apply the definition of partnership and the effects of non-registration.
  2. Rights, authority, liability and dissolution
    Apply the default rules, implied authority and the settlement of accounts.

Key formulas

Profit sharing (deed silent)Equal
Interest on capitalNone unless agreed; only out of profits
Interest on partner's advance6% per annum
RemunerationNone unless agreed
LiabilityUnlimited, joint and several (s.25)

Concepts explained

Partnership: nature, registration and minors

A partnership is an agreement to share the profits of a business carried on by all or any of them acting for all. Mutual agency is the true test.

What it means

  • Essentials: agreement (not status), business, sharing profits, mutual agency.
  • Registration is optional; an unregistered firm can't sue outsiders or partners on contracts (s.69), but can be sued.
  • A minor can only be admitted to the benefits (s.30); on majority he has 6 months to elect, by public notice.
  • Kinds: active, sleeping, nominal, partner in profits only, sub-partner, partner by estoppel.
Example 1: Co-owners
  • Two people jointly own a house and share the rent

Answer: Not a partnership (no business carried on for all)

Example 2: Silent minor
  • Minor turns 18 and gives no notice for 6 months

Answer: Becomes a partner, liable from the date of admission

Related terms

  • Partnership deed: written agreement; stamp duty applies
  • LLP: body corporate with limited liability, under the LLP Act, 2008

Exam tip: Profit sharing alone doesn't make a partnership; mutual agency does.

Partners' rights, authority and liability

Each partner is an agent of the firm with implied authority for acts done in the usual way of business. Liability for the firm's debts is unlimited, joint and several.

What it means

  • Deed silent: share profits equally, no salary, no interest on capital, 6% interest on advances (s.13).
  • Implied authority (s.19) does not cover: arbitration, a bank account in own name, compromise or relinquishing claims, withdrawing a suit, admitting liability in a suit, buying or transferring immovable property, entering a partnership on behalf of the firm.
  • Liability: joint and several for all acts while a partner (s.25).
  • Holding out (s.28): a person who represents himself as a partner is liable to those who gave credit on that basis.
Example 1: Bank account
  • Partner opens an account in his own name for the firm's money

Answer: Outside implied authority; firm not bound unless authorised

Example 2: Creditor
  • Firm owes ₹6 lakh; partners A, B, C

Answer: Creditor can recover the full ₹6 lakh from any one partner

Related terms

  • Retiring partner: liable to third parties until public notice is given
  • Incoming partner: not liable for acts before admission

Exam tip: For 'which act needs express authority', remember: arbitration, own bank account, immovable property.

Dissolution and settlement of accounts

A firm can be dissolved by agreement, compulsorily, on contingencies, by notice or by the court. Section 48 sets the order in which losses and debts are paid.

What it means

  • By agreement (s.40); compulsory (s.41): all or all but one insolvent, or business unlawful.
  • Contingencies (s.42): expiry of term, completion of venture, death or insolvency of a partner (subject to contract).
  • By notice (s.43): only a partnership at will. By the court (s.44): unsound mind, misconduct, persistent breach, perpetual loss, just and equitable.
  • Settlement (s.48): losses from profits, then capital, then partners individually; assets go to outside debts, then partners' advances, then capital, then surplus.
Example 1: Order of payment
  • Assets ₹9L; creditors ₹4L; partner loan ₹1L; capitals ₹5L

Answer: Creditors, then loan, then capitals after sharing the ₹1L loss

Example 2: Business made illegal
  • New law bans the firm's trade

Answer: Compulsory dissolution (s.41)

Related terms

  • Dissolution of partnership vs firm: partnership can change without the firm closing
  • Garner vs Murray: rule on a partner's capital deficiency (where applicable)

Exam tip: Order of payment: Outsiders, Loans, Capital, Surplus.

Memory tricks

Silent deed rulesSilent deed, simple rules: equal profit, zero salary, zero interest on capital, six per cent on loans.

Profits equal; no salary; no interest on capital; 6% on partners' advances.

Settlement order'OLCS': Outsiders, Loans, Capital, Surplus, like serving guests first, then the cooks, then the family.

Section 48: third-party debts, partners' loans, capital, then surplus.

Unregistered firmAn unregistered firm is like a batsman told he can't play shots: the bowlers can hit him, but he can't hit back (it can be sued, but can't sue).

Unregistered firm can't sue outsiders, but can be sued.

Try 3 CA Foundation-style questions

Q1. Under a partner's implied authority, a partner CANNOT, without express authority,

  1. buy goods for the firm's business
  2. receive payment of debts due to the firm
  3. employ a servant for the firm's business
  4. submit a dispute of the firm to arbitration
Show answer

Answer: (4) submit a dispute of the firm to arbitration

Section 19(2) lists restrictions: submitting disputes to arbitration, opening a bank account in his own name, compromising claims, acquiring or transferring immovable property, and so on.

Q2. On attaining majority, a minor admitted to the benefits must elect whether to become a partner within

  1. 1 month
  2. 6 months
  3. 1 year
  4. 3 years
Show answer

Answer: (2) 6 months

Section 30(5): within six months of attaining majority (or of learning of his admission), he must give public notice of his choice; otherwise he becomes a partner.

Q3. A partnership where no provision is made for its duration or end is called

  1. a particular partnership
  2. a partnership for a fixed term
  3. a partnership at will
  4. a limited liability partnership
Show answer

Answer: (3) a partnership at will

Section 7: a partnership at will has no fixed duration and can be dissolved by any partner giving notice.

Practise all 13 questions Free · explanations for every option · see where you go wrong

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