As provided under Section 40 of the Act, dissolution of a partnership firm may be processed only with the consent of all the partners or in accordance with a contract between them.
The partners may, by consent or by entering into an agreement, dissolve the firm proceed for winding up of a partnership firm.
Section 42 of the Act deals with the winding up of partnership firm on the happening of certain events such as follows:
• When the term expires, if the contract of the firm is on a fixed term.
• On the completion of the task for which the firm was constituted.
• On the death of the partner provided the other partners' consent to such dissolution.
• When one or all of the partners is adjudged insolvent.
• When any of the partners submit the resignation.
Winding up a partnership refers to procedures that are taken to distribute or liquidate any remaining partnership property and assets that is remaining after a dissolution of a partnership business.
Only partners that are still remaining with the partnership have the right to partnership assets during the winding up process.
Settling any remaining debts owed to non-partner creditors. Distributing the remaining assets to the remaining partners.
The procedure of winding up a partnership involves:
- Collecting remaining business assets
- Settling any remaining debts owed to non-partner creditors
- Distributing the remaining assets to the remaining partners
If the partners drafted a partnership agreement prior to the formation of the partnership, then the partnership agreement controls. However, if there is no partnership agreement, the partnership liabilities must be paid in the following order:
- Debts owed to non-partner creditors for partnership debt
- Those owing to partners other than for capital and profits
- Those owing to partners for capital
- Those owing to partners for profits