by Asok Nadhani
Nature of Partnership
1.1 Partnership
Partnership is
the relation between persons who have agreed to share the profits of a business
carried on by all or any of them acting for all (sec.4, para 1).
The person who
enter into such relationship are called partners and collectively as firm and
the name under which their business is carried on is called ‘firm name’ (sec.4,
para 2).
Partnership Act : The law of partnership
contained in the Indian Partnership Act, 1932 came into force with effect from
1st October, 1932,
It extends to
the whole of India except the State of Jammu and Kashmir (sec.1).
Example:
A, B and C
entered into a partnership with each other to carry on the business under the
name and style of ABC & Co. In this case, A, B and C are individually the
partners and collectively a firm and ABC & Co. is the firm name.
1.2 Essential characteristics of Partnership
The essential
features of a partnership are explained below:
Number of Partners
Two or more persons
competent to enter into contract are called as partners and can form a valid
partnership.
The minimum number of
partners must be two. Sec. 11 of the
Companies Act, 1956, provides that the maximum number of partners shall not
exceed 10 in case of a banking business and 20 in case of any other business. If
the number of partners exceeds the maximum limit, the partnership becomes an
illegal association. The partnership ceases to exist if the number of partners
gets reduced to one and the firm is compulsorily dissolved.
Example:
A, B and C were three
partners carrying on a partnership business. Subsequently, A and B retired from
the firm and C alone continued the business. In this case, there is no
partnership as one person cannot be a partner with himself.
Partnership Agreement
The relation of
partnership stems from a valid contract and not from status (sec. 5, para 1).
Hence, a Hindu Undivided Family cannot be called as a partnership firm as every
partner acquires his right by mere birth, i.e; by his status.
The agreement
between the partners may be expressed (by words spoken or written) or implied
from the conduct of the parties. A written agreement between the partners is
called as a partnership deed.
Business
The partnership must be
formed to carry on some legal business. If no business is carried on, there is
no partnership. As per sec. 2(b), ‘business’ includes every trade, occupation
and profession. Effecting an isolated transaction cannot be equated with
carrying on business.
Joint acquisition of some
property by two or more persons does not make them partners if no business is
carried on. Thus, sharing of income of a property does not result in
partnership.
Sharing of Profits
As per the definition of
partnership, there must be an agreement between the partners to share the
profits (and losses) arising from such business. If a person does not get any
share of profits, he cannot be called as a partner. However, by way of an express agreement, one or more of the
partners may not be liable for losses (called as ‘partner in profits only’). If
only one partner is entitled to the entire profits, there shall be no
partnership.
Example:
A and B agreed to work
together as partners. But, they agreed that A shall receive all profits and
shall pay wages to B. In this case, A and B are not partners as profit is not
shared between them.
Mutual Agency
The law of partnership is based
on principle ‘mutual agency’, an extension of law of agency. Accordingly, every partner is an agent of all other
partners, i.e., an act done by a partner binds the firm as well as all other
partners of the firm. Even, every partner is a principal, since he is bound by
the acts done by other partners. Thus, every partner performs dual role, i.e.,
role of a principal as well as role of an agent. The liability of a partner for
the acts of other partners is in fact, the liability of a principal for the
acts of his agent.
1.3 Classification of Partnership
Partnership can
be classified as follows:
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Particular Partnership,
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Partnership for a fixed period,
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Partnership at will.
Particular Partnership (Sec. 8)
Where the
partnership is formed for a particular venture or undertaking as per the
agreement between the partners, it is called as a Particular Partnership. Such
a partnership automatically comes to an end after completion of the venture or
undertaking.
Partnership for a fixed period
Where the
partnership is formed for a fixed period of time as per the agreement between the
partners, it is called as a Partnership for a fixed period. The partnership
automatically comes to an end after completion of such specified period.
Partnership at Will (Sec. 7)
i) A partnership
is said to be partnership at will if no provision is made regarding duration or
term of partnership; and
Since no time or event is specified regarding the time of cessation of
partnership, the partnership at will is dissolved when any of the partners
gives notice in writing to all other partners of his intention to dissolve the
firm. The firm shall be dissolved from the date mentioned in the notice as the
date of dissolution or, if no such date is mentioned, the firm shall be
dissolved from the date of communication of notice (sec.43).
Ii ) A
Particular Partnership (partnership is formed for a particular venture or
undertaking) or partnership is formed for a fixed period becomes a Partnership at
Will if the partnership continues even after the venture is accomplished or the
time expires. In such case, the rights and liabilities of the partners remain
the same as were before completion of venture or expiry of the fixed period.
[sec.17(b) & (c)]
1.2 Eligibility of Partners
As per Sec. 11
of the Indian Contract Act, 1872, a contract of partnership may be entered into
by every person who is competent to enter into a contract.
Persons incompetent to enter into the contract
(a)
Alien enemy. An alien enemy
cannot enter into a contract of partnership with an Indian subject. But, an
alien friend can do so.
(b)
Minor. A minor cannot
become a partner in a firm but he may be admitted to the benefits of
partnership with the consent of all the other partners.
(c)
Person of
unsound mind. A person of unsound mind is incompetent to enter into a contract of
partnership.
(d)
Corporation. A corporation,
i.e., a registered company, can enter into a contract of partnership as a
single individual but not as a group of individuals comprising it.
Persons also are not entitled to become a partner :
Further, the
following persons also are not entitled to become a partner -
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A Burmese Buddhist husband and wife carrying on
family business.
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An employee of a business receiving a share of profit
as remuneration.
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The members of Joint Hindu Family carrying on a
family business.
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A widow or child of a deceased partner receiving a
portion of the profit as annuity.
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A lender of
money to persons engaged or about to engage in any business.
1.3 Classification of Partners
Partners can be classified
as follows:
1.3.1 Active Partner or Ostensible Partner
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A partner who takes active part in the conduct of
the partnership business is called as an Active Partner.
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He acts as the agent of the other partners in the
ordinary course of the business of the firm. So, any act done by the active
partner, in the ordinary course of the business and in the name of the firm. binds
himself and the other partners
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If an active partner becomes insane or permanently
incapable to perform his duties, any other partner can apply to the Court for
dissolution of the firm. On retirement, he is required to give public notice.
Otherwise, he may be held liable as a partner on the principle of ‘partnership
by holding out’.
1.3.2 Dormant or Sleeping Partner
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A partner who does not attend to the affairs of the
firm and does not take active part in the conduct of the business of the firm
is called as a Sleeping Partner.
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The identity of a dormant partner is not disclosed
to the outsiders and persons dealing with the firm.
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He is liable to all the third parties for acts of
the firm like all other partners. A firm cannot be dissolved on the insanity of
a sleeping partner, or incapacity of a sleeping partner to perform his duties.
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A dormant partner is not required to give public
notice of his retirement and he cannot be held liable as a partner on the
principle of ‘partnership by holding out’ since his identity is undisclosed. He
is not liable for any act of the firm done after his retirement.
1.3.3 Nominal Partner
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A partner is called as a nominal partner if he does
not take active part in the affairs of the firm, nor does he supply any capital
to the firm or share any profits or any other income from the firm. He just
lends his name to the firm, without having any real interest in it.
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The identity of a nominal partner is disclosed to
the outsiders and persons dealing with the firm. He is liable to all the third
parties for the acts of the firm as if he were an active partner. A nominal
partner is required to give public notice of his retirement, otherwise, he may
be held liable as a partner on the principle of ‘partnership by holding out’.
Example:
P is a business
tycoon. He lets his son Q to use his name in his firm in order to push-up the
sale of his firm. P is a nominal partner. He is liable to the firm’s creditors
as any other partner of his son’s firm.
1.3.4 Partner in profits only
Sharing of
profits in partnership implies sharing of losses. However, the partners may
lawfully agree that one or more of them shall not be liable to bear losses. In
such a case, the partner who is entitled to share the profits but is not liable
for sharing of losses, is called as a ‘partner in profits only’.
A ‘partner in
profits only’ is liable for debts of the firm like all other parties of the
firm. If the firm incurs
huge losses, he has to share the losses as the liability of the partners is
joint and several and unlimited also.
A minor when
admitted to benefits of partnership does not become a partner in the firm.
Therefore, it can be said that a minor is a ‘partner in profits only’.
1.3.5 Partner by Estoppel or holding out (Sec. 28)
A partner by
estoppel is one who either expressly or impliedly or by conduct represents
himself or knowingly permits himself to be represented, to be a partner in a
firm, but, in reality he is not so. He is liable as a partner in that firm to
anyone who has on the faith of any such representation given credit to the
firm, whether the person representing himself or represented to be a partner
does or does not know that the representation has reached the person so giving
credit [Sec. 28(1)].
If the retiring
partner does not give public notice of his retirement and the continuing
partners still use his name as a partner, the partner by estoppel shall be
personally liable on the ground of holding out, to third parties who give
credit to the firm on the faith of this representation. But in case of death of
a partner, if the firm continues its business in its old name or of the deceased
partner’s name as a part thereof, it shall not make his legal representatives
or his estate liable for any act of the firm done after his death
[Sec.28(2)].
Example:
Asim, Karim and Mahim are three partners in a firm. Asim
retires from the firm without giving public notice of his retirement to the
firm. He is liable to the creditors of the firm on the principal of holding out
as he still hold out to the public that he is partner of the firm.
1.3.6 Sub-Partner
When a partner
agrees to share whole or some part of his profits and property with a third
person, such a third person is called as a Sub-Partner. Sub Partner has no
rights of a partner and cannot represent himself as a partner in the firm.
Even, he is not liable for the acts of the firm. A sub-partner is a transferee
within the meaning of sec. 29 of the Partnership Act, 1932.
Since a
sub-partner is not treated as a partner in a firm, his insanity or permanent
incapacity is not a ground for dissolution of the firm. A sub-partner has no
right against the firm also. He cannot file a suit against the firm. He can
only claim his share of profits and property from the contracting partner.
1.3.7 Minor Partner
As per sec.11 of
the Indian Contract Act, 1872, a contract with minor is void-ab-initio. So, a
minor cannot be admitted as a partner in a firm.
However, a minor
is entitled to the benefits of partnership with the consent of all partners
[sec.30(1)] which is based on the rule that a minor cannot be a promisor, but
he can be a promisee or beneficiary.
Therefore, the Partnership Act, 1932 provides that a minor can be admitted to
the benefits of a partnership.
1.4.1 Rights
and Liabilities of a Minor Partner before attaining majority
The rights and
liabilities of a minor partner are different during the minority and on
attaining majority.
Rights:
A minor has the
following rights during his minority:
§ A minor has the
right to receive the agreed share of property and of profits of the firm.
§ A minor partner
may have access to and inspect and copy any of the accounts of the firm [sec.30(2)],
but not the books of the firm.
§ Where he is not
given the share of profits, he has the right to file a suit for share of the
property or profit of the firms only if he wants to severe his connection with
the firm [sec.30(4)].
Liabilities:
a.
A minor cannot be declared insolvent, but if the
firm is declared insolvent, his share in the firm vests in the official
receiver or official assignee.
b.
A minor partner is liable only to the extent of his
share in the profits and property of the firm. If his liability exceeds his
share of profits and property of the firm, the minor shall neither be
personally liable nor his private estate will be liable [sec.30(3)].
1.4.2 Rights of a Minor after attaining majority
-
According to sec. 30(5) of the Act, at any time
within six months of attaining majority or of obtaining knowledge that he had
been admitted to the benefits of partnership, whichever date is later, the
minor has to decide whether he shall continue in the firm or leave it.
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The minor have to issue public notice that he has
elected to become or that he has elected not to become partner in the firm and
such notice shall determine his position as regards the firm.
-
If he fails to give such notice, he shall be
treated as a partner in the firm on the expiry of the six months. The rights
and duties of a partner depend upon the fact that whether he becomes a partner
or not.
1.4.3 Right & Liabilities of Minor Partner when
he elects to become Partner
Rights:
The minor partner can
exercise the following rights when he elects to become a partner on attaining
majority:
§ His share in the
property and profits remains the same as was before becoming a partner
[sec.30(7)].
§ His rights and
liabilities will be similar to those of a full-fledged partner and as they were
prior to the date on which he becomes a partner.
Liabilities:
A minor on
attaining majority and electing to become a partner on attaining majority
attracts the following liabilities:
§ Since, the minor
was admitted to the benefits of partnership, he becomes personally liable to
third parties for all acts of the firm.
§ His liabilities
continue to be the same as they were prior to the date on which he becomes a
partner.
1.4.4 Rights & Liabilities of Minor Partner not
electing to become Partner
Rights:
A minor partner
has the following rights when he elects not to become a partner on attaining
majority:
§ He has right to
sue the partners for his share of property and profits in the firm [sec.30(8)].
§ His rights will
continue to be the same as they were till the notice is given.
Liabilities:
The minor partner has the following liabilities when he elects to not to
become a partner on attaining majority:
§ His liability
will be the same as before till the notice is given.
§ His share of
property and profits will not be liable for any acts of the firm done after the
date of the notice.
1.5 Incoming & Outgoing Partner
Incoming Partner : When a new partner is admitted in an
existing firm, the person so admitted is called as Incoming Partner. Admission
of a partner results in dissolution of the partnership, and the firm
constituted after admission of the new partner is called as the reconstituted
firm.
Outgoing Partner When an existing partner retires from the
firm, he is called as Outgoing Partner. Retirement of a partner results in
dissolution of the partnership, and the firm constituted after his retirement
is called as the reconstituted firm. The term ‘outgoing partner’ is also used
to refer to a deceased partner, an expelled partner and an insolvent partner.
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Basis of
distinction
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Partnership
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Joint Stock
Company
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1. Legal Status
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A partnership firm has no separate legal entity apart from its members.
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A company has a separate legal entity of its own apart from its
members.
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2. Formation
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Partnership firm comes into existence by an agreement between the
partners. Registration of a partnership firm is optional.
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A company comes into existence only after registration under the Companies
Act, 1956.
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3. Maximum number
of Members
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The maximum number of members in case of partnership carrying on
banking business is 10 and in case of any other business is 20.
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There is no limit to the maximum number of members in case of Public
Ltd. Company. But, in case of Private Company the maximum number should be
50.
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4. Transferability
of Shares
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A partner in a firm can transfer his share to an outsider with the
consent of the other partners. Though the outsider becomes entitled to share
profit and property transferred to him, but, he cannot become a partner of
the firm.
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A member of the company can transfer his shares and the transferee
becomes a member of the company.
In case of a public company, shares are transferable without consent
of other members.
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5. Death or
Insolvency of Members
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Partnership gets dissolved on the death or insolvency of a partner.
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Shareholders death or insolvency does not affect the company.
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6. Management
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A firm is managed by its own partners.
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A company is managed by a special body of shareholders called Directors.
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7. Contracts
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A partner cannot enter into a contract with its own firm.
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A shareholder of a company can enter into a contract with its own
company.
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8. Audit
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The audit of accounts of partnership firm is not compulsory.
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A company legally required to have its accounts audited annually.
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9. Perpetual Succession
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A partnership firm ceases to exist on death or insolvency of any or
all the partners. Hence, a firm has no perpetual succession.
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A company enjoys the benefit of perpetual succession. Hence, the
continuity of the company doesn’t come to an end with any sort or incapacity
of any or all the members of the company.
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10. Mutual Agency
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There is mutual agency between the partners. So, the firm is bound by
the acts of every partner.
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No mutual agency exists between the members of a company. Hence, the
members of the company are not bound by the acts of each other and the
company also is not bound by the acts of members.
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11. Separate Property
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A firm has no separate property.
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A company has its own separate property.
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12. Capacity to
Sue and be Sued
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A firm cannot sue and be sued in its own name.
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A company can sue and be sued in its own name.
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13. Liability
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The liability of the partners is unlimited.
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The liability of the members is limited.
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14. Minimum number
of Persons
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The minimum number of partners is 2.
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In case of a private company, there must be at least 2 members and in
case of a public company, the minimum number of members is 7.
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15. Minimum
Capital
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In case of a partnership firm, there is no specific amount of minimum
capital.
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Every private company and public company must have a minimum paid-up
capital of Rs.1 lakh and Rs.5 lakhs respectively.
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16. Non-profit Activities
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Partnership can be formed only for carrying business and not for any
non-profit activities.
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A company can be formed to carry on non-profit activities.
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17. Limitation of
Action
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As a partnership firm is not a separate person from its members, a
creditor can execute a decree against the partners jointly and severally if
he obtains it against the firm.
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No creditor can recover any amount which is payable by company from
its members.
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18. Distribution
of Profit
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Each partner is entitled to his fixed share of profits earned every
year.
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No member is entitled to a fixed share of profits earned every year.
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1.7 Distinction between Partnership and
Co-ownership
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Basis of
distinction
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Partnership
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Co-ownership
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1.
Meaning
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Partnership is the relation between persons who have agreed to share
the profits of a business carried on by all or any of them acting for all.
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Co-ownership means joint ownership of some property which does not
necessarily result in partnership.
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2.
Mode of Creation
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A partnership is created by an agreement.
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Co-ownership may or may not arise by an agreement. It may also arise
by operation of law of status.
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3.
Mutual Agency
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There is mutual agency between the partners. Thus, the firm is bound
by the acts of every partner.
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There is no mutual agency between the co-owners. So, a co-owner is not
liable for the acts of any other co-owner.
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4.
Business
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A partnership cannot exist without ‘business’.
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Co-ownership can exist without carrying on any business.
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5.
Right of Partition
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A partner cannot sue for the partition of partnership property in
specie but he can sue his co-partners for the dissolution of the firm and
accounts.
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Every co-owner has a right to sue for the partition of joint property.
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6.
Maximum number of Members
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The maximum number of partners is 10 in case of a firm carrying on
baking business and 20 in case of any other firm.
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There is no maximum limit on number of co-owners.
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7.
Lien for Expenses
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A partner has a lien on partnership property for expenses incurred by
him on partnership property on behalf of the firm.
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A co-owner has no right of lien on joint property.
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8.
Nature of Interest
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Partnership involves community of interest.
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Co-ownership may not involve any such interest.
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9.
Transfer of Shares to Third Party
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A partner cannot transfer his shares to a third party without the
consent of the other partners.
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A co-owner can transfer his shares to a third party without the
consent of other co-owners. On transferring his shares, the transferee
becomes a substitute of the co-owner who transfers his share to the other
co-owner.
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10.
Authority of Members
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A partner is the agent of his co-partners.
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A co-owner is not the agent of the other co-owners.
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1.8 Distinction between Partnership and Club
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Basis of
distinction
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Partnership
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Club
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1.
Meaning
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Partnership is the relation between persons who have agreed to share
the profits of a business carried on by all or any of them acting for all.
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A club is an association of persons formed with the object of not to
earn profit but to promote interest of its members.
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2.
Business
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A partnership cannot exist without business.
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A club is not created for carrying on any business.
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3.
Sharing of Profits
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A partnership is formed to share the profits of business carried on by
it.
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The purpose of formation of a club is not to earn the profits.
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4.
Mutual Agency
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There is mutual agency between the partners which implies that every
partner is an agent of all other partners. Consequently, the firm shall be
bound by the acts of every partner.
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There is no mutual agency between the members of the club. Thus, no
member is liable for any act of other members.
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5.
Nature of Liability
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The liability of every partner is joint and several.
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A member is liable for his own acts only.
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6.
Subscriptions
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No partner is required to pay periodical subscriptions.
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The members are required to pay periodical subscriptions for running
the club.
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7.
Death of Member
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In case of death of a partner, his share in the assets of the firm
vests in his legal heirs.
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In case of death of a member, the legal heirs cannot get the right to
become a member of the club.
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8.
Dissolution
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The partnership firm is automatically dissolved due to death or
insolvency of a partner unless the agreement between the partners otherwise
provides.
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A club is not automatically dissolved in case of death or insolvency
of any member.
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9.
Maximum number of Members
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The maximum number of partners is 10 in case of a firm carrying on
banking business and 20 in case of any other firm.
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There is no maximum limit of number of members of a club.
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10.
Interest in Property
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A partner has interest in the property of the firm.
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A member of a club has no interest in the property of the club.
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1.9 Distinction between Partnership and Association
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Basis of
distinction
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Partnership
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Association
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1.
Meaning
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Partnership is the relation between the persons who have agreed to
share the profits of a business carried on by all or any of them acting for
all.
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An association
is a body of persons who have come together for mutual benefit or for
rendering services to the society.
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2.
Business
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A partnership cannot exist without business.
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An association
can exist without any business.
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3.
Sharing of Profits
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A partnership is formed to share the profits of business carried on by
it.
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An association
is not formed with the object to earn the profits.
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4.
Nature of Liability
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The liability of every partner is joint and several.
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A member of an
association is liable for his own acts only.
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5.
Dissolution
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The partnership firm is automatically dissolved due to death or
insolvency of a partner unless the agreement between the partners otherwise
provides.
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An association
is not automatically dissolved due to death or insolvency of any member.
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6.
Mutual Agency
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There is mutual agency between the partners which implies that every
partner is an agent of all other partners. Thus, the firm is bound by the
acts of every partner.
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There is no
mutual agency between the members of an association. Thus, no member is
liable for any act of other members.
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7.
Maximum number of Members
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The maximum number of partners is 10 in case of a firm carrying on
banking business and 20 in case of any other firm.
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There is no
maximum limit on number of members of an association.
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1.10 Distinction between Partnership and Joint
Hindu Family
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Basis of
distinction
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Partnership
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Joint Hindu
Family
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1. Governing Law
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A partnership firm is governed by the provisions of the Partnership
Act, 1932.
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A Joint Hindu
family is governed by Hindu Law.
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2. Mode of Creation
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A partnership is created by an agreement.
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Joint Hindu Family
is created by status (sec.5, para 1). It can also arise by operation of law.
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3. Mutual Agency
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There is mutual agency between the partners which implies that every
partner is an agent of all other partners. Thus, the firm is bound by the
acts of every partner.
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There is no
mutual agency between the members (i.e., coparceners) of the Joint Hindu Family.
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4. Authority of Members
to carry on business
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Every partner has an implied authority to carry on the business of the
firm and to bind the firm by his acts in the ordinary course of the business
of the firm.
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Only ‘Karta’
has the implied authority to contract debts and pledge the credit and the
property of the family for the purpose of family business, but the other
coparceners cannot do so.
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5. Liability of Members
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The liability of every partner of the firm is unlimited. Every partner
is personally liable for discharging the partnership liabilities out of his
partnership property along with his private property.
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The liability
of every coparcener is limited to the extent of his share in the family
business. Though, they become personally liable if they are contracting
parties. However, the liability of Karta is unlimited.
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6. Dissolution
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The partnership firm is automatically dissolved due to death or
insolvency of a partner, unless the agreement between the partners otherwise
provides.
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A Joint Hindu
Family is not automatically dissolved due to death or insolvency of any
coparcener or ‘Karta’.
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7. Right to
inspect the Accounts
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Every partner has a right to access and inspect and copy any of the
books of the firm and ask for the account of profits and losses of the firm.
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A coparcener
when severing his connection with family cannot ask for accounts regarding
past dealings or for the account of profits and losses.
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8. Position of Minor
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A minor cannot become a partner in a firm, but, he can be admitted to
benefits of partnership with the consent of all other partners.
|
A male minor
can be a coparcener in a Joint Hindu Family business merely by birth.
|
|
9. Share in Profits
|
Every partner is entitled to a fixed share of profits of the firm
which is subject to a change by an agreement between the partners.
In case of death of a partner, the share of the deceased partner in
the assets of the firm devolves on his legal heirs.
|
No coparcener
has a fixed share in profits of the business. The share of profits of
coparceners can be automatically increased on death of a coparcener and can
be automatically decreased on birth of a coparcener.
|
|
10. Maximum number
of Members
|
The maximum number of partners in case of a firm is 20 (10 in case of
a firm carrying on banking business).
|
There is no
maximum limit on number of coparceners of a Joint Hindu Family business.
|
|
11. Admission of
New Member
|
A new partner can be admitted in a firm only with the consent of all
the existing partners.
|
In a Joint
Hindu Family business, a male becomes a member by his birth.
|
|
12. Female Members
|
In partnership, a female can become a full-fledged partner.
|
In a Joint
Hindu Family business, a female does not become its member by birth.
|
|
13. Registration
|
A partnership need not be compulsorily registered. But, indirectly,
the law has made it compulsory by creating certain disabilities to an
unregistered firm.
|
A Joint Hindu
Family business does not require to be registered.
|
|
14. Management
|
Every partner can take an active part in the process of management of
the firm.
|
Only the
manager can take part in the management procedure of the business.
|
|
15. Effect of Insolvency
|
A partner ceases to be a member of the firm if he becomes insolvent.
|
A member of a
Joint Hindu Family business shall remain to be a member even if he becomes
insolvent.
|
1.11 Distinction between Sleeping Partner and
Nominal Partner
|
Basis of
distinction
|
Sleeping
Partner
|
Nominal
Partner
|
|
1. Meaning
|
A partner who does not take active part in the affairs and conduct of
the business of the firm is called as a Sleeping Partner.
|
A partner who has no real interest in the firm, and is a partner only
in name is called as a Nominal Partner.
|
|
2. Capital Contribution
|
A dormant partner supplies capital to the firm and other partners
carry on the business of the firm.
|
A nominal partner does not contribute any capital to the firm.
|
|
3. Disclosure of
Identity
|
The identity of a sleeping partner is not being disclosed to the
outsiders.
|
The identity of a nominal partner is made known to the outsiders.
|
|
4. Interest in
the Firm
|
A sleeping partner has business interest in the firm. But, he does not
participate in the conduct of the business. He shares the profits of the
business.
|
A nominal partner has no real interest in the firm. He takes a very
nominal share of profits so as to comply with the legal requirements of being
a partner.
|
|
5. Requirement of
Public Notice
|
A dormant partner is not required to give public notice of his retirement.
Consequently, if a public notice of his retirement is not given, he cannot be
held liable as a partner on the principle of ‘partnership by holding out’.
|
A nominal partner is required to give public notice of his retirement.
Otherwise, he may be held liable as a partner on the principle of
‘partnership by holding out’.
|
|
6. Purpose of
Induction as a Partner
|
A person is taken as a sleeping partner so as to comply with some
legal requirement or for arranging the financial resources.
|
The purpose of admitting a nominal partner is to use the name of such
person to promote the business of the firm.
|
For more details, refer to Mercantile law, by Asok Nadhani, BPB Publications,www.bpbonline.com, bpbpublications@gmail.com
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