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Partnership Deed

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Deed Execution Date

Partnership Deed

Practice aid only. Match the latest IBBI / NCLT prescribed format before filing.

(To be executed on Non-Judicial Stamp Paper of appropriate value as per the State Stamp Act)

PARTNERSHIP DEED

FOR A DIGITAL MARKETING COMPANY

THIS DEED OF PARTNERSHIP is made and entered into on this __________ day of __________, __________

BETWEEN:

  1. __________, son/daughter of __________, residing at __________, bearing PAN: __________ and Aadhaar No. __________ (hereinafter referred to as "Partner 1", which expression shall unless repugnant to the context or meaning thereof, include his/her heirs, executors, administrators, and assigns) of the FIRST PART;
  2. AND
  3. __________, son/daughter of __________, residing at __________, bearing PAN: __________ and Aadhaar No. __________ (hereinafter referred to as "Partner 2", which expression shall unless repugnant to the context or meaning thereof, include his/her heirs, executors, administrators, and assigns) of the SECOND PART;

(Partner 1 and Partner 2 hereinafter collectively referred to as "the Partners" and individually as "Partner")

WHEREAS:

  1. The Partners are desirous of carrying on the business of digital marketing in partnership.
  2. The Partners have mutually agreed to enter into a partnership in accordance with the terms and conditions hereinafter appearing.
  3. The Partners deem it expedient to reduce the terms and conditions of the Partnership into writing to avoid future disputes and for better management of the business.

NOW, THIS DEED WITNESSETH AS FOLLOWS:

1. NAME AND NATURE OF BUSINESS

1.1 The name and style of the partnership firm shall be "__________" (hereinafter referred to as "the Firm").

1.2 The principal place of business of the Firm shall be situated at __________ or such other place as the Partners may from time to time mutually agree upon.

1.3 The business of the partnership shall be to carry on all activities related to digital marketing, including but not limited to, Search Engine Optimization (SEO), Social Media Marketing (SMM), Pay-Per-Click (PPC) advertising, Content Marketing, Email Marketing, Website Design and Development, Online Reputation Management (ORM), Analytics and Reporting, and any other related services in India or abroad, and generally to do all such acts, deeds, matters, and things as are incidental or conducive to the attainment of the above objects.

2. COMMENCEMENT OF BUSINESS

The business shall commence from __________.

3. DURATION OF PARTNERSHIP

The partnership shall be __________ unless dissolved earlier in accordance with the provisions of this Deed or the Indian Partnership Act, 1932.

4. CAPITAL CONTRIBUTION

4.1 The initial capital of the Firm shall be INR __________/- (Indian Rupees __________ Only).

4.2 The Partners shall contribute to the capital of the Firm as follows:

  • Partner 1: INR __________/- (Indian Rupees __________ Only)
  • Partner 2: INR __________/- (Indian Rupees __________ Only)

4.3 Further capital contributions, if required, shall be mutually agreed upon by the Partners.

5. PROFIT AND LOSS SHARING

The net profits and losses of the business shall be shared by and borne by the Partners in the following proportion:

  • Partner 1: __________%
  • Partner 2: __________%

6. BANK ACCOUNT

A joint bank account shall be opened in the name of the Firm with a scheduled commercial bank, and all receipts and payments of the Firm shall be routed through this account. The mode of operation of the bank account shall be __________.

7. MANAGEMENT AND RESPONSIBILITIES

7.1 Both Partners shall be working partners and shall devote their time and attention to the business of the Firm. They shall have equal rights in the management and control of the Firm's business.

7.2 Specific responsibilities shall be allocated as follows:

  • Partner 1 (__________): Shall primarily be responsible for __________.
  • Partner 2 (__________): Shall primarily be responsible for __________.

7.3 Any major policy decision, investment, or expenditure exceeding INR __________/- shall be taken only with the mutual written consent of both Partners.

8. DRAWINGS

Each Partner may draw from the Firm for his/her personal expenses a sum not exceeding INR __________/- (Indian Rupees __________ Only) per month, subject to the availability of funds and mutual consent. Any drawings exceeding this limit shall require prior written consent of the other Partner.

9. ACCOUNTS

9.1 Proper books of accounts shall be maintained for the Firm's business, and these accounts shall be audited annually.

9.2 The accounting year of the Firm shall be from 1st April to 31st March each year.

10. INTEREST ON CAPITAL / LOANS / DRAWINGS

10.1 No interest shall be paid on the capital contributed by the Partners.

10.2 If any Partner advances a loan to the Firm, such Partner shall be entitled to interest at the rate of __________% per annum.

10.3 No interest shall be charged on drawings by the Partners.

11. REMUNERATION TO PARTNERS

Subject to the provisions of Section 40(b) of the Income Tax Act, 1961, and any amendments thereto, remuneration shall be paid to the working Partners as follows:

  • Partner 1: INR __________/- (Indian Rupees __________ Only) per month.
  • Partner 2: INR __________/- (Indian Rupees __________ Only) per month.

Any change in remuneration shall be mutually decided by the Partners.

12. ADMISSION OF NEW PARTNERS

No new Partner shall be admitted into the Firm without the prior written consent of all existing Partners.

13. RETIREMENT / DEATH OF PARTNER

13.1 Any Partner may retire from the Firm by giving not less than __________ months' written notice to the other Partner(s).

13.2 In the event of death or retirement of a Partner, the Firm shall not be dissolved, but the surviving or continuing Partner(s) shall be entitled to carry on the business of the Firm.

13.3 The legal representatives of the deceased Partner or the retiring Partner shall be entitled to receive the amount standing to the credit of the Partner's capital and current accounts, after deducting any liabilities, as per the last audited balance sheet.

14. EXPULSION OF PARTNER

A Partner may be expelled from the Firm only if it is in the interest of the partnership business and with the consent of all other Partners, provided that such Partner is given a reasonable opportunity of being heard.

15. DISSOLUTION OF PARTNERSHIP

The Firm may be dissolved by mutual agreement of all Partners, or in accordance with the provisions of the Indian Partnership Act, 1932. Upon dissolution, the assets and liabilities of the Firm shall be realized and settled as per the provisions of the Act.

16. ARBITRATION

Any dispute or difference arising between the Partners concerning the business of the Firm, its interpretation, operation, or any matter whatsoever relating to the partnership, shall be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, or any statutory modification thereof. The seat of arbitration shall be __________.

17. GOVERNING LAW AND JURISDICTION

This Deed shall be governed by and construed in accordance with the laws of India. The Courts in __________ shall have exclusive jurisdiction to entertain any suit or proceeding arising out of this Deed.

18. STAMP DUTY AND REGISTRATION

The stamp duty and registration charges on this Deed shall be borne by the Partners in equal proportion.

19. GENERAL CLAUSES

19.1 All expenses for drafting and registration of this Deed shall be borne by the Partners equally.

19.2 Any modifications or additions to this Deed shall be made in writing and signed by all Partners.

19.3 The provisions of the Indian Partnership Act, 1932, shall apply to this partnership wherever this Deed is silent.

IN WITNESS WHEREOF, the parties have executed this Deed on the day, month and year first above written.

___________________________

(__________)

Partner 1

___________________________

(__________)

Partner 2

WITNESSES:

  1. Name: __________

    Address: __________

    Signature: ___________________________

  2. Name: __________

    Address: __________

    Signature: ___________________________

Drafted by: __________

Date: __________

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What is a Partnership Deed and Why Do You Need It?

A partnership deed, also known as a partnership agreement, is a legal document that describes the terms of a partnership. It is a written agreement between two or more people who intend to do business together. The deed covers important aspects of the partnership, such as profit-sharing, obligations, rules, capital contributions, roles and responsibilities, decision-making, dispute resolution, and business dissolution.

The purpose of the partnership deed includes establishing clarity in duties, resolving disputes, defining profit and loss-sharing mechanisms, and outlining rules for the addition or removal of partners. A partnership deed, therefore, helps minimise conflicts by protecting the interests of partners and fostering trust within the partnership.

Key Purposes of a Partnership Deed in Business Operations

The role of a Partnership Deed in defining the structure and operation of a business. The operational framework sets out a legally secure position for the partners by safeguarding rights and minimising risks. A Partnership Deed would outline the procedures for dealing with difficulties such as disputes, financial setbacks, or change in partnership to ensure stability and continuity. It is a legal document that contains the terms of a partnership and serves many purposes such as:

  • Defining roles and responsibilities: The deed establishes the roles and responsibilities of each partner in a manner that minimises potential disputes and misunderstandings
  • Protection of interests: The deed safeguards the interests of all partners and ensures smooth business functioning
  • Legal protection: The deed provides legal protection for all parties involved in the partnership
  • Capital contributions: The deed outlines the amount of capital each partner will contribute to the partnership, and how they will contribute it
  • Profit-sharing arrangements: The deed outlines the profit-sharing ratio between the partners
  • Decision-making processes: The deed outlines the decision-making processes for the partnership
  • Including clauses on dispute resolution: The deed includes clauses about the settling of disputes that may rise between partners
  • Including clauses on business dissolution: The deed includes clauses on dissolving the business.

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