Online Process and Forms to be filed for Change in Partners or Dissolution of Partnership Deed

Introduction

A Partnership firm has to be registered under the Indian Partnership Act 1932. It is important to register a Partnership Deed so that the Partnership firm acquires a legal status.

The process of Partnership registration is now made online after which the documents as per requirements are to be submitted physically with the Registrar of Firms.

Similar to registration a registered Partnership firm is also required to intimate the Registrar of Firms of any changes done in the Partnership Deed and also in the course of the dissolution of Partnership.

What kind of changes in partnership are required to be intimated to the Registrar of Firms?

Following changes made in the Partnership Deed are to be intimated to the Registrar of Firms:

Change in Firm name, address, nature of business
Change of branch/Close of business
Change in name of partner and his permanent address
Change in constitution or Dissolution of firm
Change when Minor partner becomes major

Which Forms are to be filled for Changes/ Dissolution of Partnership?

Form A–

The registration of Partnership is done online by filling Form – ‘A’ Application under section 58 (1) & (1A). In this Form applicant will specify the description of partnership firms to be registered along with relevant documents. After the filling of Form A the same is to be printed on green ledger paper signed by all partners and submitted with other relevant documents. The Fees for Form A application online is Rs. 1600 (plus service charge and GST).

Form B-

This Form is to be filled online by an applicant if there is any changes in the Firm name, address or nature of business. In case any of these changes the applicant has to fill Form B as an undertaking under section 60 (1) and intimate the Registrar of Firm about the same. After the filling of Form B the same is to be printed on green ledger paper signed by all partners and submitted with other relevant documents. The Fees for Form B application online is Rs. 1200 (plus service charge and GST).

Form C-

This Form is to be filled online by an applicant Change of branch/Close of business . Undertaking by filling the online application under Form C in accordance to section 61 is to be intimated to the Registrar of Firm. Kindly note the Close of business here does not mean dissolution of partnership firm. After the filling of Form C the same is to be printed on green ledger paper signed by all partners and submitted with other relevant documents. The Fees for Form C application online is Rs. 1200 (plus service charge and GST).

Form D-

Form D is filled online by an applicant to intimate the registrar of Firms about change in the name of partner and his permanent address. In accordance to section 62 the applicant is required to fill an undertaking under Form D to intimate changes related to Partners name or address. After the filling of Form D the same is to be printed on green ledger paper signed by all partners and submitted with other relevant documents. The Fees for Form D application online is Rs. 1200 (plus service charge and GST).

Form E-

This Form E is required to be filed as an undertaking under section 63. Form E is required to be filed in case of Change in constitution or Dissolution of firm. After the filling of Form E the same is to be printed on green ledger paper signed by all partners and submitted with other relevant documents. The Fees for Form E application online is Rs. 1200 (plus service charge and GST).

What do you mean by change in constitution of the Partnership Firm?

Section 63 of Partnership Act states as follows, “When a change occurs in the constitution of a registered firm any incoming, continuing or outgoing partner, and when a registered firm is dissolved any person who was a partner immediately before the dissolution, or the agent of any such partner or person specially authorised in this behalf, may give notice to the Registrar of such change or dissolution, specifying the date thereof; and the Registrar shall make a record of the notice in the entry relating to the firm in the Register of Firms, and shall file the notice along with the statement relating to the firm filed under section 59.”

Explanation: the changes in the incoming that is addition of new partner, or the outgoing of partners is to be intimated to the Registrar of firms within 90 days of such changes.

A new Partnership Deed is required to be Drafted stating the changes in the constitution of the Firm. The Copy of the Old partnership Deed is duly attested is required and other relevant documents are to be submitted. ID Proofs of all the partners, along with the new admitted partners, if any, duly attested. Passport size photographs of all the partners along with the new admitted partners, if any are required.

What do u mean by Dissolution of Firm?

Discontinuance of business under the partnership firm is termed as Dissolution of Partnership Firm. All the liabilities are settled against the assets or transfer of liabilities to partners as per the agreement will be done in order to settle all the accounts of the partnership firm. There are different reason for Dissolution of partnership firm. Depending on the Reason the partnership firm can be dissolved.

Reasons for Dissolution of Partnership Firm:

Following are reason for Dissolution of Partnership Firm

Mutual Consent of partners: All partners mutually agree and enter into the agreement for dissolution of partnership.
Mandatory dissolution- When any or all partners are declared insolvent. Where there are 2 partners and on dies a partnership firm can get dissolved, in case of unlawful trade practices carried by the firm, if partnership was for a fixed period than partnership can get dissolved on expiry of its term.
Notice of Dissolution: A partner can serve a notice on other partners for dissolution of partnership.
Intervention of court- in case of a dispute the partners can sue or can be sued by third party and the firm can get dissolved, or where a partner turns lunatic and cause nuisance to other partners they can file a case for dissolution of partnership. It is to be noted court can intervene only in case of a registered partnership firm.

In the above circumstance an application under Form E is required to be filed with other relevant documents.

Form F-

An undertaking under section 63 (2) is required to be filled online in Form F to intimate a change when a Minor partner becomes major. After the filling of Form F the same is to be printed on green ledger paper signed by all partners and submitted with other relevant documents. The Fees for Form F application online is Rs. 1200 (plus service charge and GST).

Section 63 (2) States as follows, “ When a minor who has been admitted to the benefits of partnership in a firm attains majority and elects to become or not to become a partner, and the firm is then a registered firm, he, or his agent specially authorised in this behalf, may give notice to the Registrar that he has or has not become a partner, and the Registrar shall deal with the notice in the manner provided in sub-section (1)”.

List of Other Relevant Documents to be submitted along with the Forms above:

If the application of the above Forms is submitted by a CA or Advocate, Authority letter along with the form is to be uploaded.
If the partner is a Company registered under The Indian Company Act then a copy of Memorandum of Articles & a copy of Resolution authorizing one of the Director to sign on Deed and Forms, Notarised copy of application .
Covering letter along with ₹ 5/- Court Fee Stamp. (Note -take 2 copies of the covering letter for physical submission so that the Acknowledgment stamp can be received on it)
Certified copy of Partnership Deed. Deed need not be attested. But if attested date of execution and date of signature of Notary should be same.
Certified True Copy of Marathi Translation of Partnership Deed (Certified by C.A. or Advocate).
Blank Stamp Paper of ₹ 100/-
Draft copy of Deed with Changes along with copy of Old Partnership Deed
If Trust is partner Certified True Copy of Trust Deed
If business required License from Government Department then Certified True Copy of License
Copy of receipt of payment made online is also required to be submitted.
Form A, B, C, D, E and F ( as appropriate) print out to be taken on green ledger paper and the same is required to be notarized and uploaded.

Once the entire process is done, i.e. application submitted successfully department acknowledgers acknowledge application. After acknowledgement application goes to department verification officer to verify the application and at this stage applicant can download payment receipt from their account in application.

Costing Involved for the Partnership changes and Dissolution process:

Online Fees to be paid Rs 1200
Blank Stamp paper- Rs 100
Court Fee- Rs 5
Registered Notary on Form (Depends on notary public)
Professional Fees of CA or Advocate

Objection Process for online partnership registration:

In case if there are any objection the same will be raised and intimated. If objection is raised by, the process will flow until hearing. Thereafter, hearing request will be raised to the applicant. An objection letter will be sent to applicant Email ID.

For clarification of objections application form will be made available to applicant for modification. Once objection is cleared, modified form will be acknowledged by acknowledger, verifier and then approver for further processing After approval is received from approver a digitally signed copy certificate is issued to applicant and it will be made available to their application login.

Certified copy of the firm will be sent to applicant by hand delivery/post. The applicant is informed about the approval/rejection of the application. In case of discrepancies, objection letter will be sent to applicant by email.

You can also check for step wise online registration process of partnership below: