Partnership Deed Format — Download Free Sample (India 2026)

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About this Partnership Deed

A Partnership Deed is the written instrument that records the terms on which two or more persons carry on business together as a firm under the Indian Partnership Act, 1932. It sets out the firm's name and place of business, the nature of business, each partner's capital contribution, the profit and loss sharing ratio, interest on capital, partner remuneration, the powers and restrictions applying to each partner, and the procedure for retirement, death, admission of a new partner and dissolution. While an oral partnership is legally valid in India, a written and stamped deed is practically essential: banks require it to open a current account in the firm's name, the Income-tax Department requires it to allow deduction of interest on capital and partner remuneration under Section 40(b) of the Income-tax Act, 1961, and the Registrar of Firms requires it for registration under Section 58. This sample follows the structure commonly used by Indian firms and can be adapted for two or more partners.

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PARTNERSHIP DEED

This Deed of Partnership is made and executed on this [DATE] at [CITY], [STATE], by and between:

1. [PARTNER 1 NAME], son/daughter of [FATHER'S NAME], aged about [AGE] years, resident of [PARTNER 1 ADDRESS] (hereinafter referred to as the "FIRST PARTNER");

2. [PARTNER 2 NAME], son/daughter of [FATHER'S NAME], aged about [AGE] years, resident of [PARTNER 2 ADDRESS] (hereinafter referred to as the "SECOND PARTNER");

(individually a "Partner" and collectively the "Partners").

WHEREAS the Partners have agreed to carry on business in partnership under the Indian Partnership Act, 1932, on the terms and conditions recorded below.

NOW THIS DEED WITNESSETH AS FOLLOWS:

1. NAME AND STYLE OF THE FIRM

The partnership business shall be carried on under the name and style of "[FIRM NAME]" (the "Firm").

2. PRINCIPAL PLACE OF BUSINESS

The principal place of business of the Firm shall be at [FIRM ADDRESS], and such other places as the Partners may mutually decide in writing.

3. NATURE OF BUSINESS

The Firm shall carry on the business of [NATURE OF BUSINESS], and any other lawful business as may be mutually agreed by the Partners in writing.

4. COMMENCEMENT AND DURATION

The partnership shall be deemed to have commenced from [COMMENCEMENT DATE] and shall continue as a partnership at will until dissolved in accordance with this Deed or the Indian Partnership Act, 1932.

5. CAPITAL CONTRIBUTION

The initial capital of the Firm shall be ₹[TOTAL CAPITAL] (Rupees [AMOUNT IN WORDS] only), contributed as follows:

(a) First Partner — ₹[AMOUNT];

(b) Second Partner — ₹[AMOUNT].

Further capital, if required, shall be contributed in the profit-sharing ratio or as mutually agreed in writing.

6. PROFIT AND LOSS SHARING

The net profits and losses of the Firm, after providing for interest on capital and partners' remuneration, shall be shared between the Partners in the ratio [RATIO, e.g. 50:50].

7. INTEREST ON CAPITAL

Interest at the rate of [RATE]% per annum (not exceeding 12% per annum as permitted under Section 40(b) of the Income-tax Act, 1961) shall be payable on the balance standing to the credit of each Partner's capital account.

8. REMUNERATION TO PARTNERS

The working Partners shall be entitled to monthly remuneration of ₹[AMOUNT] each, subject to the limits prescribed under Section 40(b) of the Income-tax Act, 1961. Such remuneration shall be treated as a charge on the profits of the Firm.

9. BANK ACCOUNT AND OPERATIONS

The Firm shall open and maintain a current account in the name of the Firm with [BANK NAME]. The account shall be operated [jointly by all Partners / severally by any Partner], as mutually agreed.

10. BOOKS OF ACCOUNT

Proper books of account shall be maintained at the principal place of business and shall be open to inspection by every Partner. Accounts shall be closed on 31st March each year and the profit and loss statement signed by all Partners.

11. DUTIES AND POWERS OF PARTNERS

Each Partner shall devote due attention to the business of the Firm, act in good faith, and shall not, without the written consent of the other Partners:

(a) Borrow money or give any guarantee on behalf of the Firm beyond ₹[LIMIT];

(b) Sell, mortgage or charge any asset of the Firm;

(c) Compromise or abandon any claim due to the Firm;

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Key clauses under Indian law

1. Firm Name and BusinessExpand
The trading name of the firm, its principal place of business, and the specific nature of business it may carry on.
2. Capital ContributionExpand
Amount contributed by each partner, and how further capital is to be brought in if the firm needs it.
3. Profit and Loss Sharing RatioExpand
The agreed ratio in which net profits and losses are divided — the single most disputed term when it is left unwritten.
4. Interest on Capital and RemunerationExpand
Interest on partners' capital (capped at 12% per annum) and working-partner remuneration, both within the limits of Section 40(b) of the Income-tax Act, 1961.
5. Powers and RestrictionsExpand
Borrowing limits, restrictions on charging firm assets, and a bar on admitting a new partner without written consent.
6. Retirement, Death and DissolutionExpand
Notice period for retirement, treatment of a deceased partner's dues, valuation of goodwill, and the order of settlement on dissolution.

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Frequently asked questions

Is registration of a partnership firm mandatory in India?

No. Registration with the Registrar of Firms under Section 58 of the Indian Partnership Act, 1932 is optional. However, Section 69 bars an unregistered firm from suing to enforce a contract, so registration is strongly advisable for any firm that deals on credit.

What stamp duty applies to a partnership deed?

Stamp duty on a partnership deed is a State subject and is usually a fixed amount linked to the capital contributed — commonly in the range of ₹500 to ₹5,000. The exact figure should be confirmed with the applicable State Stamp Act or the local Sub-Registrar office.

How many partners can an Indian partnership firm have?

A partnership firm may have up to 50 partners, the limit prescribed under Rule 10 of the Companies (Miscellaneous) Rules, 2014 read with Section 464 of the Companies Act, 2013.

Can partners be paid a salary?

Yes. Working partners can be paid remuneration if the deed expressly authorises it. For the firm to claim it as a deduction, both remuneration and interest on capital (maximum 12% per annum) must stay within the limits of Section 40(b) of the Income-tax Act, 1961.

How is a partnership deed different from an LLP agreement?

A partnership firm under the 1932 Act gives partners unlimited liability, while an LLP is a separate legal entity registered with the MCA and offers limited liability. If limited liability matters to you, an LLP agreement is the right document instead of a partnership deed.

Can I use this sample as-is?

The sample is a reference draft with placeholders. For an executable deed with your partner details, capital, ratio and State-specific stamp and registration notes, generate a custom version at contractwala.in for ₹149.

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Disclaimer: ContractWala provides AI-generated document drafts for informational purposes only. This is not legal advice. Please consult a qualified advocate for high-stakes agreements.