Hi,
when only two partners are there and one retires the firm dissolves naturally . so if you want to continue with the same firm under name and style of the same, continue after entering the new partner and with a new draft of deed and the same submitted before the registrar as per the procedure..
under sec.63(1)
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.
1. the leaving partner can submit his retirement letter with a notice of one or two months in advance as per the clauses of the partnership deed .The other members once it is accepted, You may decide on the existing profit and loss and make his payment of his share of profit if any or make him to pay if loss any. It simply means that the retiring partner has to submit a notice of retirement and other partners has to settle him with his shares of profit and the investment of his share
admitting new partner can be done by adding the new person in the firm and you should specify the terms and conditions of doing so which may initially be the agreement of all partners to acknowledge that a new partner is welcome. You may then suggest the amount of capital that the new partner needs to invest into the business and the rights and benefits that they will receive from doing so. “A new partner will be admitted with the agreement of all partners. The amount of capital to be invested by the new partner will be decided at the time of admission as too will the rights and benefits”(biz help 24)
Legally the name of the new entrant should be added and you need to reconstitute anew partnership deed and the same has to be submitted to the ROF.
Under Section 59 of the partner ship 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.
and when the instances of the following occurs
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, 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.