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Business Law 2.docx

Business Law 2.docx

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Published by: Vimal Pohani on Mar 12, 2013
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(ANS) A legal form (Section 4, Indian Partnership Act, 1932) of business operation between two or more individuals who share management and profits. The federal government recognizes several types of partnerships. The two most common are general and limited partnerships. A partnership is an arrangement where parties agree to cooperate to advance their mutual interests. Since humans are social beings, partnerships between individuals, businesses, interest-based organizations, schools, governments, and varied combinations thereof, have always been and remain commonplace. In the most frequently associated instance of the term, a partnership is formed between one or more businesses in which partners (owners) co-labor to achieve and share profits and losses. Partnerships are also common regardless of and among sectors. Non-profit, religious, and political organizations may partner together to increase the likelihood of each achieving their mission and to amplify their reach. In what is usually called an alliance, governments may partner to achieve their national interests, sometimes against allied governments who hold contrary interests, such as occurred during World War II and the Cold War. In education, accrediting agencies increasingly evaluate schools by the level and quality of their partnerships with other schools and a variety of other entities across societal sectors. Partnerships also occur at personal levels, such as when two or more individuals agree to domicile together, while other partnerships are not only personal but private, known only to the involved parties. Partnerships present the involved parties with special challenges that must be navigated unto agreement. Overarching goals, levels of give-and-take, areas of responsibility, lines of authority and succession, how success is evaluated and distributed, and often a variety of other factors must all be negotiated. Once agreement is reached, the partnership is typically enforceable by civil law, especially if well documented. Partners who wish to make their agreement affirmatively explicit and enforceable typically draw up Articles of Partnership. It is common for information about formally partnered entities to be made public, such as through a press release, a newspaper ad, or public records laws. While partnerships stand to amplify mutual interests and success, some are considered ethically problematic. When a politician, for example, partners with a

Domestic partnerships recognized by governments typically enjoy tax benefits. The 1932 definition added the concept of mutual agency. partnerships are often regulated via anti-trust laws.corporation to advance the corporation's interest in exchange for some benefit. labour. Comissioner of Income Tax. A Burmese Buddhist husband and wife carrying a business. It has limited identity for the purpose of tax law as per section 4 of the Partnership Act of 1932. owners of a partnership may be exposed to greater personal liability than they would as shareholders of a corporation. business partnerships are often favored over corporations in taxation policy. however. Enforcement of the laws. since dividend taxes only occur on profits before they are distributed to the partners. for example. skill in some business. However. and to share the profits thereof between them”.However. Governmentally recognized partnerships may enjoy special benefits in tax policies. According to section 4 of the Partnership Act of 1932. is often widely variable. depending on the partnership structure and the jurisdiction in which it operates. a conflict of interest results. such practice is broadly viewed negatively or as corruption. which applies in both India . This definition superseded the previous definition given in section 239 of Indian Contract Act 1872 as – “Partnership is the relation which subsists between persons who have agreed to combine their property. While technically legal in some jurisdictions. In such countries. Outcomes for the public good may suffer. A partnership firm is not a legal entity apart from the partners constituting it. Undivided member of HUF can enter into partnership with Karta [Chandrakant Manilal Shah v. 2. The members of the hindu undivided family carrying on a family business. as well. WHO ARE NOT PARTNERS: 1. . partnership contract inter se between undivided family members of family is pemissible. Bombay AIR 1992 SC 66]. Among developed countries. so as to inhibitmonopolistic practices and foster free market competition. "Partnership is defined as the relation between two or more persons who have agreed to share the profits according to their ratio of business run by all or any one of them acting for all".

. 7. The Partnership Deed contains the mutual rights.A FIRM: A firm cannot be a partner of another firm. in certain cases. LUNATIC: A person of unsound mind is not competent to contract and therefore. 4. When there is no Deed or the Deed is silent on any point. receiving a portion of the profits as annuity. He may be with the consent of the other partners entered into the benefits of partnership. though it’s partners can be in their individual capacity. Servant or agent engaged in a business and receiving renumeration.3.CORPORATION: A corporation being an artificial person can neither become a partner nor can it enter into a partnership agreement. :ne rights and obligations as provided in the Partnership Act shall apply. Right of the partner to take part in the day-to-day management of the firm. 5. Lender of money to persons engaged or about to be engaged in any business. 12. Joint or co owners of property sharing profits arising from the property. duties and obligations of the partners. 6. SOME SPECIFIC CASES: 8. A previous owner (or part owner) of the business selling his business along with the goodwill and receiving the portion of the profits in consideration of the sale. 9.ALIEN ENEMY: An alien enemy cannot enter into a contract of partnership though an alien friend can do so. 10. the Partnership Act also makes a mandatory provision as regards to the rights and obligations of partners. MINOR: A minor cannot become a partner. Widow or child of a deceased partner. cannot become a partner. 11. Rights of a Partner: The rights of a partner are as follows: i. receiving a rate of interest.

v. To carry on the business to the greatest common advantage: Every partner is bound to carry on the business of the firm to the greatest common advantage. Right to retire with the consent of other partners and according to the termsand conditions of deed. xi. vi. the partner must use his knowledge and skill in the conduct of business to secure maximum benefits for the firm. Right to get interest on capital contributed by the partners to the firm. Right of access to books of accounts and call for the copy of the same. Right as agent of the firm and implied authority to bind the firm for any act done in carrying the business. Right to continue unless and otherwise he himself cease to become partner. Right to be consulted and heard while taking any decision regarding the business. To be just and faithful to each other: . xiii. vii. Right to share the profits equally or as agreed upon by the partners. Right to prevent admission of new partners/expulsion of existing partners.ii. Right to be indemnified in respect of payment made or liabilities incurred or for protecting the firm from losses. iv. viii. x. Duties of a Partner: The duties of a partner are as follows: i. In other words. ix. Right of outgoing partner/legal heirs of deceased partner. xii. Right to the use of partnership property exclusively for partnership business only not himself. iii. ii. Right to avail interest on advances paid by the partners for business purpose.

viii. the working partners are generally paid remuneration as per agreement.Every partner must be just and faithful to other partners of the firm. Every partner must observe utmost good faith and fairness towards other partners in business activity. To attend diligently to his duties: Every partner is bound to attend diligently to duties in the conduct of the business of the firm. iv. vii. kept secret. so also commission in some case. To provide full information: Every partner must provide full information of £ activities affecting the firm to the other co-partners. vi. iii. To hold and use partnership property exclusively for the firm: The partners must hold and use the partnership property exclusively for the purpose of business of the firm not for their personal benefit. he must account for such profit and pay it to the firm. v. . ix. No information should be concealed. To work without remuneration: A partner is not entitled to receive any kind remuneration for taking part in the conduct of the business. Each and every entry in the books must be supported by vouchers and di explanations if demanded by other partners. But in practice. To render true accounts: Every partner must render true and proper accounts I his co-partners. To account for personal profits: If a partner derives any personal profit from partnership transactions or from the use of the property of the firm or business connection the firm or the firm's name. To indemnify for loss caused by fraud or willful neglect: If any loss is caused to the firm because of a partner's willful neglect in the conduct of the business or fraud commit by him against a third party then such partner must indemnify the firm for the loss.

x. xi. Not to carry on any competing business: A partner must not carry on competing business to that of the firm. If he carries on and earns any profit then he must account for the profit made and pay it to the firm. ii. xiv. Liability of the firm for wrongful act of a partner: . the creditor of the firm can sue all the partners jointly or individually. he shall have compensate the firm for such loss. Liability of a partner for acts of the firm: Every partner is jointly and severally liable for all acts of the firm done while he is a partner. To act within authority: Every partner is bound to act within the scope of authority. To share losses: It is the duty of the partners to bear the losses of the firm. xii. Duty not to assign his interest: A partner cannot assign or transfer his partner interest to an outsider so as to make him the partner of the firm without the consent of other partners. Duty to be liable jointly and severally: Every partner is jointly and individual liable to the third parties for all acts of the firm done while he is a partner. If he exceeds his authority and the firm suffers from any loss. xiii. ' partners share the losses equally when there is no agreement or as per their profit share ratio. Because of this liability. he can assign his share of the profit and his share in the assets the firm where the assignee shall not be entitled to interfere in the conduct of the business. However. Liabilities of a Partner to Third Parties: The following are the liabilities of a partner to third parties: i.

the firm is liable to the same extent as the partner. Liability of an incoming partner: An incoming partner is liable for the debts and acts of the firm from the date of his admission into the firm. Such agreeing will not empower the prior creditor to sue the incoming partner. No such notice is required in case of retirement of a sleeping or dormant partner. However. iv. However. the partner must act in the ordinary course of business of the firm or with authority of his partners. iii. But a retiring partner may not be liable for the debts incurred before his retirement if an agreement is reached between the third parties and the remaining partners of the firm discharging the retiring partner from all liabilities.If any loss or injury is caused to any third party or any penalty is imposed because of wrongful act or omission of a partner. v. Liability of a retiring partner: A retiring partner is liable for the acts of the firm done before his retirement. He will be liable only to the other copartners. . then the firm is liable to make good the loss. the incoming partner may agree to be liable for debts prior to his admission. Liability of the firm for misutilisation by partners: Where a partner acting within his apparent authority receives money or property from a third party and misutilises it or a firm receives money or property from a third party in the course of its business and any of the partners misutilises such money or property. After retirement the retiring partner shall be liable unless a public notice of his retirement is given.

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