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Partnership PDF
Partnership PDF
Partnership
Suppose you want to open a restaurant in your locality. You will need to gather together a
lot of things. You may find that it is not possible to arrange the money required to start and
run the business alone. You may then talk to your friends and all of you agree to run the
restaurant by contributing a certain amount of money and the other things required. So all of
you join hands together to become the owners and share the profits and losses. This is
another form of business organisation. It is different from what you have learnt in the
previous lesson. In this lesson let us learn more about it.
7.1 Objectives
After studying this lesson, you will be able to :
! define partnership;
! identify the features of partnership form of business organisation;
! state the advantages and disadvantages of partnership form of business
organisation;
! recognise the different types of partners;
! distinguish between partnership and sole proprietorship form of business
organisation; and
! suggest the suitability of partnership form of business organisation.
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Partnership
v. Sharing of Profit - The main objective of every partnership firm is sharing of profits
of the business amongst the partners in the agreed proportion. In the absence of any
agreement for the profit sharing, it should be shared equally among the partners.
Suppose, there are two partners in the business and they earn a profit of Rs. 20,000.
They may share the profits equally i.e., Rs. 10,000 each or in any other agreed
proportion, say one forth and three fourth i.e. Rs 5,000/- and Rs. 15000/-.
vi. Unlimited Liability - Just like the sole proprietor the liability of partners is also
unlimited. That means, if the assets of the firm are insufficient to meet the liabilities, the
personal properties of the partners, if any, can also be utilised to meet the business
liabilities. Suppose, the firm has to make payment of Rs. 25,000/- to the suppliers of
goods. The partners are able to arrange only Rs. 19,000/- from the business. The
balance amount of Rs. 6,000/- will have to be arranged from the personal properties
of the partners.
vii. Voluntary Registration - It is not compulsory that you register your partnership
firm. However, if you don’t get your firm registered, you will be deprived of certain
benefits, therefore it is desirable. The effects of non-registration are:
o Your firm cannot take any action in a court of law against any other parties for
settlement of claims.
o In case there is any dispute among partners, it is not possible to settle the
disputes through a court of law.
o Your firm cannot claim adjustments for amount payable to or receivable from any
other parties.
viii. No Separate Legal Existence - Just like sole proprietorship, partnership firm also
has no separate legal existence from that of it owners. Partnership firm is just a name
for the business as a whole. The firm means the partners and the partners collectively
mean the firm.
ix. Principal Agent Relationship - All the partners of the firm are the joint owners of
the business. They all have an equal right to actively participate in its management.
Every partner has a right to act on behalf of the firm. When a partner deals with other
parties in business transactions, he/she acts as an agent of the others and at the same
time the others become the principal. So there always exists a principal agent relation-
ship in every partnership firm.
x. Restriction on Transfer of Interest - No partner can sell or transfer his interest to
any one without the constent of other partners. For example - A, B, and C are three
partners. A wants to sell his share to D as his health does not permit him to work any
more. He can not do so until B and C both agree.
xi. Continuity of Business - A partnership firm comes to an end in the event of
death, lunacy or bankruptcy of any partner. Even otherwise, it can discontinue its
business at the will of the partners. At any time, they may take a decision to end their
relationship.
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Partnership
knowledge. If you want to start a firm to provide legal consultancy to people, then
one partner may deal with civil cases, one in criminal cases, another in labour cases
and so on as per their specialization. Similarly two or more doctors of different spe-
cialization may start a clinic in partnership.
a) Unlimited Liability: All the partners are jointly as well as separately liable for the
debt of the firm to an unlimited extent. Thus, they can share the liability among them-
selves or any one can be asked to pay all the debts even from his personal properties.
b) Uncertain Life: The partnership firm has no legal entity separate from its partners. It
comes to an end with the death, insolvency, incapacity or the retirement of any partner.
Further, any dissenting member can also give notice at any time for dissolution of
partnership.
c) Lack of Harmony: You know that in partnership firm every partner has an equal right
to participate in the management. Also every partner can place his or her opinion or
viewpoint before the management regarding any matter at any time. Because of this
sometimes there is a possibility of friction and quarrel among the partners. Difference
of opinion may lead to closure of the business on many occasions.
d) Limited Capital: Since the total number of partners cannot exceed 20, the capital to
be raised is always limited. It may not be possible to start a very large business in
partnership form.
e) No transferability of share: If you are a partner in any firm you cannot transfer your
share of interest to outsiders without the consent of other partners. This creates in-
convenience for the partner who wants to leave the firm or sell part of his share to
others.
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Partnership
7.6 Types of Partners
In a partnership firm you can find different types of partners. Some may actively participate
in the business while others prefer not to keep themselves engaged actively in the business
activities after contributing the required capital. Also there are certain kinds of partners who
neither contribute capital nor actively participate in the day-to-day business operations. Let
us learn more about them.
a) Active partners - The partners who actively participate in the day-to-day operations
of the business are known as active or working partners. They contribute capital and
are also entitled to share the profits of the business. They are also liable for the debts
of the firm.
b) Dormant partners - Those partners who do not participate in the day-to-day activi-
ties of the partnership firm are known as dormant or sleeping partners. They only
contribute capital and share the profits or bear the losses, if any.
c) Nominal partners - These partners only allow the firm to use their name as a partner.
They do not have any real interest in the business of the firm. They do not invest any
capital, or share profits and also do not take part in the conduct of the business of the
firm. However, they remain liable to third parties for the acts of the firm.
d) Minor as a partner -You learnt that a minor i.e., a person under 18 years of age is
not eligible to become a partner. However in special cases a minor can be admitted as
partner with certain conditions. A minor can only share the profit of the business. In
case of loss his liability is limited to the extent of his capital contribution for the busi-
ness.
e) Partner by estoppel - If a person falsely represents himself as a partner of any firm or
behaves in a way that somebody can have an impression that such person is a partner
and on the basis of this impression transacts with that firm then that person is held
liable to the third party. The person who falsely represents himself as a partner is
known as partner by estoppel. Take an example. Suppose in Ram Hari & Co firm
there are two partners. One is Ram, the other is Hari. If Giri- an outsider represents
himself as a partner of Ram Hari & Co and transacts with Madhu then Giri will be held
liable for any loss arising to Madhu. Here Giri is partner by estoppel.
f) Partner by holding out - In the above example, if either Ram or Hari declares that
Gopal is a partner of their firm and knowing this declaration Gopal remains silent then
Gopal will be liable to those parties who suffer losses by transacting with Ram Hari &
Co with a belief that Gopal is a partner of that firm. Here Gopal is liable to those
parties who suffer losses and Gopal will be known as partner by holding out.
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Partnership
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