• Retirement of all partners and admission of new partners in same deed and on same date

Apple is a Registered Partnership Firm with ROF-Gujarat to manage the Licensed Property. It was registered in 2017 with 3 Partners viz. A,B & C.

In 2019 - A,B & C entered into Admission-cum-Retirement Agreement and all the three viz. A, B & C retired and New Partners X & Y were Admitted.

Can all Partners Retire and new Partners be admitted in the same Deed on the same Date.

This results to Reconstitution or Dissolution.

Will NOC be required from the Owner of Property

Will License be required in the name of New Partners

Is Public Notice mandatory as all Partners are changing

How to regularize the above Partnership Deed in ROF, is Signatures of all Outgoing and Incoming Partners required

What if Form E is filed Online with ROF, than also signatures of Outgoing and Incoming Partners required.

Owner is not giving License and also No Dues Certificate, as it says that All Partners cannot retire and new Partners admit on same date in same Deed and till the outstanding rental are cleared
Asked 2 years ago in Business Law

First answer received in 30 minutes.

Lawyers are available now to answer your questions.

7 Answers

First new partners ought to have been admitted and then old partners retired 

 

2) owner is correct that all partners cannot retire and new partners admitted on same date in same deed 

 

3) clear the outstanding rentals 

 

4) obtain NOC from owner of property 

 

5) mode of giving notice is provided under section 72 of partnership act 

 

6) 

    1. Mode of giving public notice

 

 

 

 

A public notice under this Act is given-

 

 

 

 

    1. where it relates to the retirement or expulsion of a partner from a registered firm, or to the dissolution of a registered firm, or to the election to become or not to become a partner in a registered firm by a person attaining majority who was admitted as a minor to the benefits of partnership, by notice to Registrar of Firms under section 63, and by publication in the Official Gazette and in at least one vernacular newspaper circulating in the district where the firm to which it relate has its place or principal place of business, and

 

 

  1. in any other case, by publication in the Official Gazette and in at least one vernacular newspaper circulating in the district where the firm to which it relates has its place or principal place of business.

 

 

Ajay Sethi
Advocate, Mumbai
96966 Answers
7826 Consultations

  1. Where all the partners resign, it amounts of dissolution of firm with all the  consequences and obligations of dissolution of firm.
  2. After dissolution of firm, partners of dissolved firm have no right to admit new partners.
  3. It amounts to formation of new partnership firm.
  4. Owner of property is required to give new license to the new firm.
  5. All partners of dissolved firm are liable to third parties for the acts by them like payment of debts and recovery of credits.
  6. A public notice is mandatory as it amounts of dissolution of partnership.
  7. Registrar of Firms will have to duly informed of dissolution.
  8. Partners of dissolved firm are liable for submission of Form E.
  9. Owner is correct, there has the separate deed for constitution of new firm. All debts are required to cleared by dissolved firm.

Ravi Shinde
Advocate, Hyderabad
4195 Answers
42 Consultations

 When all partners are resigned then automatically partnership firm get dissolved but there is no rule which prohibits new partners to carry on the business in the name of the partnership firm.

A Partnership Deed acts as the spine of the Partnership firm. It can be modified and altered at any time according to the business requirements or partners’ willingness. The most essential element to bring change in partnership deed is to obtain the consent of partners in form of their signature on the deed.

The supplementary partnership deed will remain in force till the validity of the original partnership deed or the validity as expressed in it. The Partnership Deed and the addendum therefore at any time shall not override the provisions of the Partnership Act, 1932 and any other Act as may be applicable to the partnership from time to time.

Reconstitution of partnership firm happens when changes are brought about by certain conditions like the retirement of a partner, admission of a new partner or change in terms of business among the existing partners like change in profit sharing etc. This restructuring in firms is known by the term reconstitution of a partnership firm.

If all the current partners are desirous of retiring or leaving this partnership firm, then they may have to by a resolution and invoking the clauses of the partnership deed or AOA, have to first add new partners subsequent to which they may decide to quit the firm.  

Removing a partner from a partnership is often the reverse of adding a partner. There are three main scenarios which could take place if a partner wishes to leave:

  1. The remaining partners can use their own money to buy out the leaving partner and take control of their shares.
  2. The remaining partners can pay out the value of the leaving partner's capital account and include a cash bonus.
  3. The leaving partner can pay a bonus to the remaining partners by not fully cashing out their capital balance. This capital balance will be split between the remaining partners.

If the rental agreement is on the name of the firm and not on the names of the partners, the new partners can undertake to pay the rental amount in future on behalf of the firm by sending an intimation to the owner to this effect. 

T Kalaiselvan
Advocate, Vellore
87166 Answers
2341 Consultations

You can gat it Registered in ROF

Prashant Nayak
Advocate, Mumbai
32486 Answers
201 Consultations

A,B,c should file suit for declaration that deed of retirement and admission on same date is null and void 

 

2) owner should in his reply in suit take the plea that when all partners retired firm stands dissolved and admission of new partners on same date as per same deed is illegal 

Ajay Sethi
Advocate, Mumbai
96966 Answers
7826 Consultations

Since the matter has been referred to court and the case is pending trial, it has to be handled accordingly.

If at all the owner is possessing documentary evidences against the prosecutor then he can challenge the same on merits.

Further without knowing ther contents of the case or plaint, no further opinion can be rendered on this which is already a subjudice matter.

 

T Kalaiselvan
Advocate, Vellore
87166 Answers
2341 Consultations

Yes owner can write

Prashant Nayak
Advocate, Mumbai
32486 Answers
201 Consultations

Ask a Lawyer

Get legal answers from lawyers in 1 hour. It's quick, easy, and anonymous!
  Ask a lawyer