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Partnership Deed — ભાગીદારી કરાર

ભાગીદારી કરાર

The document that decides what happens when partners stop agreeing. Almost every partnership deed we are asked to fix was drafted when everybody was getting along.

e-StampNotary

Registrar of Firms, not the Sub-Registrar.

A partnership firm registers with the Registrar of Firms, Gujarat — a different office entirely from the Sub-Registrar who registers property documents. Registration is optional in law and a serious mistake to skip: under section 69 of the Indian Partnership Act, 1932 an unregistered firm cannot bring a suit to enforce a contractual right against a third party, and a partner cannot sue the firm or a co-partner to enforce a right under the deed. Section 69(3) preserves suits for dissolution, for accounts of a dissolved firm and to realise its property — but that is a fallback, not a plan.

What the deed must settle

  • Capital — who contributes what, whether it earns interest, and what happens when more is needed.
  • Profit and loss sharing, and whether losses are shared in the same ratio as profits.
  • Remuneration and drawings — and the limits on them.
  • Management — who binds the firm, who signs cheques, what needs unanimity, what needs a majority.
  • Admission of a new partner, and on what terms.
  • Retirement and expulsion — notice, valuation of the outgoing share, and how it is paid out. This is the clause that is always missing and always needed.
  • Death or incapacity of a partner — whether the firm continues, and what the heirs receive.
  • Dissolution — the events, the order of application of assets, and who winds up.
  • Dispute resolution — arbitration or the courts, and where.
  • Goodwill — how it is valued on an exit. Silence here produces the bitterest arguments.
The valuation clause is the whole document.

Two partners who agree about everything else will still fight about what an outgoing share is worth. A deed that says "as mutually agreed" has provided for nothing. Specify a method — book value, an agreed multiple, or a named valuer appointed on a defined trigger — so that when the day comes there is a mechanism rather than a negotiation between people who have stopped speaking.

On stamp duty.

We do not publish duty figures on this website. The Gujarat Stamp Act, 1958 was amended in 2025 and several articles were restructured; a rate printed on a web page goes stale and costs somebody money. As a Government authorised e-Stamping centre we confirm the duty currently prescribed for your specific document and issue the e-stamp against it, at face value. The notarial fee is separate and capped by law — ₹35 to attest execution, ₹35 to administer an oath or take an affidavit, under Rule 10(1) of the Notaries Rules, 1956. The full fee table →

Drafted here, in Gujarati or English

Drafted by an advocate of 35+ years rather than filled into a downloaded template, e-stamped at a Government authorised centre, and notarised in the same visit. If the parties read Gujarati, the document is drafted in Gujarati — not translated out of an English form, because legal Gujarati has its own settled vocabulary and a literal translation frequently means something looser.

What to bring

  • Photo ID and PAN for every partner
  • The firm name and business address, with premises proof
  • Capital contribution of each partner
  • Agreed profit and loss sharing ratio
  • Any existing deed if the firm is being reconstituted

Related

Common questions

Do we have to register the firm?

Registration with the Registrar of Firms, Gujarat is optional in law and a serious mistake to skip. Under section 69 of the Indian Partnership Act, 1932 an unregistered firm cannot sue to enforce a contractual right against a third party, and a partner cannot sue the firm or a co-partner on the deed. Firms discover this when they try to recover money.

Can we start now and write the deed later?

You can, and people do, and it is how most partnership disputes begin. A partnership can exist without a written deed, but then the default provisions of the Partnership Act govern — equal sharing regardless of contribution, among other things — and nobody remembers agreeing to that.

What if one partner wants to leave?

That is a retirement, effected by a deed of retirement and notified to the Registrar of Firms. What it costs and how smoothly it goes is decided almost entirely by whether the original deed contained a workable valuation and payout mechanism.

Not sure which document you need?

Tell us what the office, bank or court asked for. We will name the exact document, the stamp value and whether notarisation is enough — before you pay anything.

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