• Winding up partnership firm

Hi,
We own a partnership firm and the agreement is valid for a year. It ends next month.
Now my partner is looking to move away from the partnership due to some personal reasons.
I am personally wish to continue the firm.
1. What is the better solution for me and how to solve it?
2. How to evaluate the assets?

We invested 3.25 lakhs each.
Approximately we have below asset setup.
1. UPS battery
2. Wooden frame & rack setup (1.75 lakh)
3. Cc tv setup (18000)
4. Weighing machine (4000)
5. Sign board (26000)
6. Mobile phone
7. Software and printer (14000 invested)

It helps if someone can evaluate the 1year depreciation for above assets.
Asked 4 years ago in Business Law

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19 Answers

1. You and your partner may mutually decide the amount , you may pay him same and you can sign a deed for dissolution of partnership firm, in same you can mention that the accounts are settled and you may use the name to continue business on your name.

Shubham Jhajharia
Advocate, Ahmedabad
25514 Answers
179 Consultations

5.0 on 5.0

You cna admit another partner to firm 

 

2) existing partner can retire 

 

3) retired partner is entitled to a valuation of his share in the net assets of the partnership which remain after meeting the debts and liabilities.

Ajay Sethi
Advocate, Mumbai
94913 Answers
7570 Consultations

5.0 on 5.0

You need at least 1 more partner. 

If you need to close then dissolve the existing partnership and do equal division of assets and liabilities

Prashant Nayak
Advocate, Mumbai
32061 Answers
183 Consultations

4.1 on 5.0

You have to follow the provisions of the partnership act for the distribution of assets for winding up of partnership firm and you have to inform the income tax department and submit your PAN so that you should not be liable to furnish the income tax details as required every year and you have to approach to GST authorities for closure of your partnership firm please note that after the winding up of partnership from you can take the business of existing form and you make operate it and proprietary basis or by farming another new do partnership firm.

Vimlesh Prasad Mishra
Advocate, Lucknow
6852 Answers
23 Consultations

4.9 on 5.0

Retirement Of One Partner Amounts To Dissolution Of Partnership Firm Consisting Of Only Two Partners. You can continue business by first transferring the business to proprietary. 

Register proprietary firm in your name, Partnership firm will pass resolution to transfer business to proprietary.

Proprietary firm will offer to purchase firm assets. 25% depreciation will deduct than your half share and rest is payable to partner.

eg. 4. Weighing machine (4000) - 1000rs depreciation - 1500rs your share and 1500rs payable for purchase of WM.

 


He may charge for goodwill

Yogendra Singh Rajawat
Advocate, Jaipur
22669 Answers
31 Consultations

4.4 on 5.0

Once the firm is getting dissolved then the partners can divide the property between themselves and then either wind up the business or any of the two can continue with the business as a proprietor.

There is no hard and fast rule to divide the property and can be done on mutual consent. 

Devajyoti Barman
Advocate, Kolkata
22866 Answers
492 Consultations

5.0 on 5.0

Dear Querist

as per your information, you want to continue but your other partner is not willing to continue, so if this is a partnership firm with only two partners then you have to add another person as a partner, and your present partner may be discontinued by way of retirement/resignation. if the partnership is registered then a copy of the retirement/resignation has to be sent to the Registrar of Firm and also a publication of that effect shall also be required in Two newspapers. 

 

Some other Ld. person may inform you about the depreciation of the above assets as I am unable to inform the same.

 

Feel Free to Call 

Nadeem Qureshi
Advocate, New Delhi
6307 Answers
302 Consultations

4.9 on 5.0

On an average you can deduct 25% from above all total cost price and then remaining amount divide bu partner's sharing ratio and pay them accordingly.

Ganesh Kadam
Advocate, Pune
12932 Answers
256 Consultations

4.9 on 5.0

Yes it is possible as per Indian Partnership Act 1932 which provides process of admission of new partner and retirement of old partners from existing partnerships firms as per their interests and profit sharing ratio. 

For evaluation and depreciation of assets of firm Please approach C A who would do the proper action about your work for evaluation and depreciation of asset value of partnership firm. 

You have to admit new partner into the firm and continue the partnership firm as per the provisions of Act.

The most important thing is to get registered the firm under Indian Partnership Act for the safety of firm and its partners if not registered as of today. 

Ramesh Pandey
Advocate, Mumbai
2541 Answers
8 Consultations

5.0 on 5.0

What was the % age if Share for you each in this partnership?

Rahul Jatain
Advocate, Rohtak
5365 Answers
4 Consultations

4.8 on 5.0

Dear Sir,

The general evaluation can be done by way of depreciation at the rate of 5% per annum. Then, the leaving partner can forgo his rights and take the amount of the money owe to him and remaining partner can keep the items with him and continue further.  

Ganesh Singh
Advocate, New Delhi
6757 Answers
16 Consultations

4.5 on 5.0

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

 

 

T Kalaiselvan
Advocate, Vellore
85112 Answers
2215 Consultations

5.0 on 5.0

If you want to continue partnership firm (PSF) you need to induce at least one more person upon the retirement of your partner.

You need to evaluate the assets and liabilities with the help of a CA.

Thereafter, the retiring partner can take his share from out of net assets after all deductions i.e., debtors and liabilities are cleared.

 

S Srinivasa Prasad
Advocate, Hyderabad
2876 Answers
9 Consultations

5.0 on 5.0

Ans: if you entered into a written agreement then you shall have to dissolve the partnership firm in that mode only. However if you wish to continue the firm you will have to acquire an NOC from your other partner for continuing the same.

Garima Anil Mehrotra
Advocate, Mumbai
514 Answers
1 Consultation

4.9 on 5.0

Partnership is governed by the partnership agreement. Giving any advice without having access to the agreement would go all in vain. pls Check for the dissolution of partnership process in your agreement and upon fulfillment of dissolution conditions, for Dissolving the partnership and wind up the firm. For retirement your partner should sign a deed of retirement and handover the business to other partner. 

Mohammed Mujeeb
Advocate, Hyderabad
19299 Answers
32 Consultations

4.7 on 5.0

1. With the consent of all partners and by passing a resolution he can retire from the partnership firm.

2. In case of a partnership firm the partner may retire (a) with the consent of all the other partners (b) in accordance with an express agreement by the partners, or where the partnership is at will, by giving notice in writing to all the other partners of his intention to retire.

3. Notwithstanding the retirement of a partner from a firm, he and the partners continue to be liable as partners to third parties for any act done by any of them which would have been an act of the firm if done before the retirement, until public notice is given of the retirement:

4. The deed of retirement has to be executed.

5. Let the arbitrator be appointed to divide the assets. Retiring partner is entitled to receive certain properties of the firm, as per the arbitration award, in full and final settlement of his claim.

Ashish Davessar
Advocate, Jaipur
30763 Answers
972 Consultations

5.0 on 5.0

- As per Section 37, of the Partnership Act, if a partner ceases to be a partner of the firm, and the remaining partners carry on the business without any final settlement of accounts between them and the outgoing partner, then the outgoing partner or his estate is entitled to share of the profits made by the firm since he ceased to be a partner.

- Further, the share may be attributable to the use of his share of the property of the firm or the interest at six percent per annum on the amount of his share in the property.

- Further , the surviving partner also has an option of purchasing the interest of the outgoing partner. If the surviving partner choose to purchase the interest, then the outgoing partner is not entitled to any further share in profits of the firm.

- Since you both invested 3.25 lakhs each , hence you both are liable for equal profit and loss due to depreciation etc..

Mohammed Shahzad
Advocate, Delhi
13344 Answers
199 Consultations

5.0 on 5.0

1. Best way is to execute a dissolution deed and give him the the share from assets of firm in cash. 

2. You can deduct 10% depreciation from the assets of firm.

Mohit Kapoor
Advocate, Rohtak
10687 Answers
7 Consultations

5.0 on 5.0

It can be calculated based upon their current market value. A deed of dissolution must be made and all the assets and liabilities should be clearly stated and tge partnership must be transferred to you. You may operate a proprietorship firm afterwards.

Rahul Mishra
Advocate, Lucknow
14088 Answers
65 Consultations

5.0 on 5.0

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