Partnership Agreement
Template for India

PARTNERSHIP AGREEMENT India Date: [date]. Place of signing: [city, State or Union Territory]. Partner A: [full legal name and permanent residential address]. Partner B: [full legal name and permanent residential address]. Partner A and Partner B are the partners. Each is an adult individual resident in India and competent to contract. 1. Firm and business The partners agree to carry on [specific lawful business] together for profit under the firm name [name], from [principal business address, State or Union Territory], starting on [date]. Both join on that date. This is a partnership at will under the Indian Partnership Act, 1932, not a limited liability partnership. This agreement contributes cash only and does not transfer any immovable property. 2. Capital, profits and losses Partner A must contribute Indian rupees [amount] and Partner B Indian rupees [amount] to the firm's bank account by [date]. Profits and losses belong to Partner A in the proportion [percentage]% and Partner B [percentage]%, together totalling 100%. No interest on capital or partner remuneration is payable. Additional capital requires both partners' written agreement. Payments or advances beyond agreed capital carry simple interest at six per cent a year unless both partners agree otherwise in writing. Distributions require both partners' approval after provision for debts and business expenses. Record contributions, advances and withdrawals separately in each partner's account. The firm must reimburse payments and liabilities properly incurred in its business or in a prudent emergency action to protect it from loss. 3. Conduct and authority Both partners may manage the business and inspect and copy all its books. Each must act diligently and honestly for their common advantage, provide full information and true accounts, disclose conflicts, and account to the firm for unauthorised benefits derived from its business, name or property. A partner must compensate the firm for loss caused by that partner's fraud or wilful neglect. Each may carry out ordinary business within a budget approved by both. Borrowing, granting security, disposing of business assets outside ordinary trading, changing the business, admitting another partner or amending this agreement requires both partners' written consent. An unresolved disagreement leaves the proposed action unapproved. These internal limits do not remove a partner's statutory agency or the partners' joint and several liability to third parties. The bank account must be in the firm's name; its operating mandate requires both partners' approval. 4. Records and registration The partners must maintain accounts at the principal business address and prepare annual accounts to 31 March. Both must cooperate in registering the firm and recording themselves as partners with the Registrar of Firms before trading, and in recording subsequent changes. Registration costs and stamp duty on this agreement are firm expenses. The partners must arrange the applicable stamping before or at signing. Signing alone does not register the firm. 5. Dissolution and settlement Either partner may dissolve the firm by written notice delivered to the other. Dissolution takes effect on the date specified in the notice, no earlier than delivery, or on delivery if no date is specified. Death or adjudication of either partner as insolvent also dissolves the firm. No partner has a power of expulsion under this agreement. On dissolution, the partners or their legal representatives must wind up the business, complete outstanding transactions, give the public notices required by law and notify the Registrar and counterparties as applicable. Their authority continues only for lawful winding up. Dissolution does not itself discharge liabilities to creditors. After winding-up costs and mandatory creditor priorities, apply firm assets to outside debts, then partner advances proportionately, then outstanding capital proportionately, and divide any surplus in the profit-sharing proportions. Meet losses first from profits, then capital, then from the partners in those same proportions. Include goodwill in the assets and avoid counting an amount twice. 6. Law and disputes Indian law governs. Either partner may seek relief from a court having jurisdiction; this agreement does not restrict statutory remedies. SIGNATURES Partner A: [signature], [date]. Partner B: [signature], [date].