The partnership deed provides for inclusion of only one legal heir as partner
2) no need to admit 4 legal heirs as partners
3) ask legal heirs to apply for probate of will
4) probate is judicial proof that will is genuine
Inclusion of heir in partnership deed
Dear Sir, Dispute in Registered Partnership Deed. Dear Sir, My mother in law has a commercial showroom in mumbai area. There are total 8 partners of equal share of 12.5%. Now majority of Partners want to dissolve this Partnership and sell the property. Our partnership deed is registered and has following points. The death, retirement or insolvency of any partner shall not dissolve the said Partnership and the remaining Partner or partners of the firm shall continue the same business by admitting One legal heir in place of such deceased ,retired or insolvent partner or in the alternative disbursement or discharge of such deceased, retired or insolvent's share in the capital and Goodwill of the firm. It is further agreed that no other partner shall be admitted as a partner unless all the parties hereto agree to such admission. Now coming to the dispute is that there are 2 deceased Partners and they both have 4 legal heir each. They say that they want to include names of all 4 heirs in place of deceased Partner name as the will of deceased is favouring 4 siblings. BUT THE decision making ability and signatory will stick to only one heir and there will be do dilution of 12.5% share. They just want their name included in Partnership deed. We the existing Partners are ok with the writing of names but pls guide what to write in Partnership deed that the name of 4 heirs also come and the decision making stays to only 1 Partner. And we face no problem in future. Regards
Asked 4 years ago in Property Law
Religion: Other
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6 Answers
If the clauses and ther terms in your partnership deed clearly mentions that only one legal heir of the deceased partner can be accommodated ass a partner to replace the deceased partner, you can refuse to entertain their request to include all the four legal heirs as successors or partners replacing a single deceased partner mentioning the clause that is governing the partnership firm.
Let them decide who among them has to be a partner in the firm and if they are not able to arrive at a decision let them solve the problem legally either through court or through a mediation before a lok adalat.
As a firm you may simply quote the rule and remain a silent spectator without entertaining their unjustified and non maintainable request to accommodate all the four legal heirs as partners in the firm.
Let them approach court for solving this problem where you can simply produce the partnership deed as the governing law or rule in this situation and put the burden on court to decide accordingly.
write in the admission deed that if any decision is put to resolution, then the 4 legal heirs of the deceased partner will decide among themselves whether to assent or dissent and thereafter convey their decision to the other partners. In this way there will not be 4 votes but only 1 vote representing all the 4 legal heirs
in case there is a tie such that 2 legal heirs say yes and 2 legal heirs say no for any particular decision put to vote, then the final decision of the 4 legal heirs will be as per draw of lots and whatever decision [whether yes or no is picked] will be communicated to the other partners
the 4 legal heirs of the deceased partner will be entitled to 12.5% share of the deceased only and the partnership will not be divided as per total number of partners.
For eg. if there are 3 partners and 4 legal heirs of a deceased partner, then their shares will be as below -
partner 1 - 25%
partner 2 - 25%
partner 3 - 25%
4 legal heirs of deceased partner 4 - 25% equally divided among the 4 legal heirs of deceased partner
do ask the legal heirs of the deceased partner to obtain an heirship certificate from the Court
Other three partners shall be sleeping partner.
Shall not have right to participate in business function of the partnership firm.
Thankyou all for Comments. Yes as per old Partnership deed we the old existing Partners can refuse to admit more than 1 legal Heir. But since we are adding some new points to the deed, we have accepted to allow more than 1 legal Heir in place of deceased Partner only as per registered will of deceased. Only 1legal Heir will have right to opine and rest would be sleeping partners. So shall I take any addendum for the same from the legal heirs?? So that in future there is no problem. Regards
Asked 4 years ago
Don’t make other legal heirs partners
make only one legal heir partner
Partnership Deed is a fundamental document for the firm as it governs the firm's operations and activities. ... The changes in Partnership deed are made by execution of a supplementary deed which is an addendum to the original partnership deed. Payment of appropriate stamp duty is a must for said deed.
There are 4 steps to follow for changing the partnership deed:
- Step 1: Take the mutual consent of partners.
- Step 2: Prepare for making a supplementary partnership deed.
- Step 3: Executing supplementary partnership deed.
- Step 4: Do the filing with Registrar of Firm (RoF).