The partnership deed governs everything the firm does, and the partners cannot act beyond the scope it draws. Change it by executing a supplementary deed, stamped and notarised.
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What the deed governs, how a change is executed, and why firms choose LegalWiz.in to draft it.
The partnership deed is the fundamental document for a firm, because it governs its operations and its activities. The partners must abide by its clauses for as long as the firm exists and must not act beyond the scope it draws. So extending or restricting the scope of what the firm does means changing the agreement itself.
Changes are made by executing a supplementary deed, an addendum to the original partnership deed. Paying the appropriate stamp duty on it is not optional: it is what makes the deed valid.
Where the firm is already registered with the Registrar of Firms, the registration of the supplementary deed is compulsory too, and the certificate of modification has to be obtained after execution. Where it is not registered, execution, stamping and notarisation are the whole of it.
Your relationship manager and the drafting team handle everything below. You supply the documents once and approve the deed before it is executed.
Stamp duty is charged at actuals; ₹100 of it is included in the package, and more is payable where the change involves a capital contribution. A partnership firm is not registered with the MCA, so unlike an LLP or a company there is no filing window and no government approval to wait for.
The deed is prepared by the professionals and confirmed by the partners before anything is paid or signed.
Stamp duty is calculated on the capital contribution involved in the change, at the rate the state prescribes.
All the partners sign the deed, which records their approval for the change.
Notarisation follows the signatures. The changes take effect once the partners have signed and the deed is notarised.
The commonest reason of all. An existing partner may be unable to continue, or a new one may be needed as the business grows. Appointment, addition, removal, resignation or death: in every one of those cases a supplementary deed for a change of partners is executed.
The firm cannot act beyond the scope the agreement draws, so taking on a new activity means amending the business clause to enumerate it. The same amendment is used to restrict the scope by removing activities that have been discontinued.
Capital can be increased to expand the business or for other reasons, and a change in capital usually comes with a change in the profit-sharing or ownership ratio. Both require a change to the deed, and a change in capital also means additional stamp duty.
The name of the partnership, a change in the place of business, the addition of a branch office: all can be given effect by a supplementary deed. So can the terms of appointment, resignation and notice period, the powers of operation, the jurisdiction, the manner of dissolution and the duration of the partnership.
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A short checklist. Everything else is drafted for you.
The original partnership deed, along with any modifications already made to it.
A copy of the PAN card of the partnership firm.
A copy of the PAN card and the address proof of the new partner, where one is being added.
Step 01
Step 02
Step 03
Seven working days for the deed itself. There is no MCA filing to wait on, so the schedule ends when the notary does.
1 of 7 working days
3 of 7 working days
3 of 7 working days
Where the firm is registered with the Registrar of Firms, the modification is notified after execution and the certificate of modification follows.
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Once the deed has been prepared by the professionals and confirmed by the partners, the appropriate stamp duty is paid on the agreement.
The deed is then notarised, following the signatures of all the partners, which record their approval for the change.
Stamp duty is variable and is set by the law of the state the firm is in. It is calculated on the capital contribution involved in the change.
Where there is no change in capital, the supplementary deed has to be executed on payment of ₹100 towards stamp duty, which is included in the package cost. Anything above that is payable separately.
Where the original partnership deed is duly registered with the Registrar of Firms, any modification has to be notified to the Registrar after it is executed.
After the partners have signed and the deed has been notarised.
Where the partnership deed is registered, the certificate of modification has to be obtained after execution.
In the manner the effective partnership deed prescribes. The partner being added has to meet whatever requirements that deed sets out.
The change of partner has to be reflected in the deed, along with the date of the addition and the terms and conditions on which they are joining.
The resigning partner first intimates the existing partners of their willingness to resign, through a resignation letter. The notice period is whatever the deed provides.
All the partners, the exiting partner included, then enter into a supplementary deed setting out the conditions and the fact of the exit.
Yes. To add a branch, or a new principal place of business, a supplementary partnership deed for the change of address is executed in the same way as any other change.
The activities can be modified or updated by the mutual agreement of the partners.
Explain the new activities or the change to your relationship manager, and the rest is taken care of and implemented through the supplementary deed.
Yes, with the consent of all the partners, since it amounts to a change in the constitution of the firm.
After the change is executed, the firm has to apply to update the name on every registration it holds, and on its PAN card. Updating the PAN is not included in this package.
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