There are two partners. Retirement of one partner of partnership firm having 2 partners amounts dissolution of firm. A firm having two partners can be dissolved only if one partner becomes insolvent of death of a partner under Section 41 (a) of Partnership Act.  Firm is established for a fixed term of five years, it can only dissolve after expiry of that term.

1. You cannot be thrown out of firm before expiry of five years.
2. Among/between partners registration under Section 96 is not necessary to claim any right or settlement of dispute through Court.
3. You can only react if any action is initiated by other partner. If you suspect any fraud you can seek rendition of accounts and compensation against loss to firm.

 Registration  of partnership is condition only if third parties are involved not between or among partners. You have full right to continue partnership business draw salary and profits. Accounts must be in the name of firm intimate bank not to allow any withdrawals with you sign on cheques. The best option is to stick to your position and let the other partner take action against you. He cannot throw ou out of firm. You entitled to 30 per cent property of firm, profits and goodwill of firm.

1) it is necessary to peruse partnership deed to advice 

2)

It is necessary to peruse partnership deed to advice 

what are clauses regarding termination or dissolution in partnership deed kindly clarify 

Dear Sir,

1) Asper the contract, he cannot be terminating it prematurely since that would result in breach of contract and you will be entitled for compensation and damages. 

2) Yes, the registration of the firm plays no role since you have a valid contract fulfilling all the essentials.

3) Premature termination is not valid since the specifications in the contract say otherwise.

Thank You

If the partnership firm is dissolved then on the basis of the settlement of liabilities, the firm has to settle your salary till the date of dissolution and also to share your proportionate profit.

If it is a two members partnership firm then the other partner cannot continue the firm after terminating the partnership, he has to dissolve the partnership firm as per the law. 

However, since it is an unregistered firm, you cannot file any suit for specific relief because the agreement is made by an unregistered document which cannot be enforced in law. 

Section 39 of the Indian Partnership Act 1932 states that the dissolution of partnership firm among all the partners of the partnership firm is the Dissolution of the Partnership Firm. The dissolution of partnership firm ceases the existence of the organization.

After this, the partnership firm cannot enter into any transaction with anybody. It can only sell the assets to realize the amount, pay the liabilities of the firm and discharge the claims of the partners.

Dissolving a partnership firm means discontinuing the business under the name of the said partnership firm. In this case, all liabilities are finally settled by selling off assets or transferring them to a particular partner, settling all accounts that existed with the partnership firm.

Any profit/ loss is transferred to partners in their profit sharing ratio as agreed by them in the partnership deed.

If a partnership business is at will, any partner can dissolve the partnership by giving advance notice. Notice will contain a date from which dissolution will be effective.

Until a public notice of dissolution is given, the partners remain liable for any act done by any of the partners which would have been an act of the firm, if such act was done before resolution.

If a partner paid a certain premium for entering into a partnership for a fixed term, and the firm is dissolved before the end of the fixed term, the firm is liable to repay the partner his premium amount. But few conditions are attached with this –

• The firm is not dissolving due to the death of a partner.
• Dissolution should not be happening due to his misconduct.
• Dissolution is happening on the basis of an agreement that contains no provision for repayment of full or a part of the premium.

As far as goodwill is concerned: 

Yes you can do all of the aforesaid stated above

1. the contract is binding on the majority shareholder despite it not being registered

2. that partner cannot unilaterally oust you

3. either the firm has to be dissolved and profits shared as per agreed profit sharing ratio or the majority partner has to compensate you for the balance term 

4. you will have to sue that partner in Court 

1. The Partnership Agreement is required to be perused for advising you properly. What are the terms to dissolve the partnership? What share of the assets the partners will have while the partnership is dissolved? 

2. Who are the signatories of the Bank account of the said Partnership Firm? One partner can not terminate the other without complying with the terms of the partnership agreement signed by both the partners.

3. You are still the partner of the said partnership firm since it has not yet been dissolved or you have retired from it.

1. All your steps will have to be decided based on the terms of the partnership agreement.

2. The other person is the partner and not the sole proprietor of the firm and you are also not an employee to be terminated by him.

3. You shall have to file a case against the other person claiming specific performance. The unregistered partnership Deed will serve as an evidence of your working as a partner. If he does not allow you to enter the office, write to the Bank for freezing the account till the case filed by you is disposed of.