Create a Partnership Deed

Introduction

The preamble: date and place, the First and Second Partner with the recital wording their entityType selects, any further partners through additionalParties, and recitals stating that the Parties have agreed to carry on business in partnership and wish to record its terms in writing.

Firm Name and Business

Names the Firm (the defined term the rest of the Deed uses), states the nature of its business, and fixes the principal place of business, with optional additional places.

Commencement and Duration

When the partnership commenced (or commences), and how long it runs: at will — continuing until dissolved — or for a fixed term ending on a stated date, with the Section 17(b) consequence stated for a business continued past the term.

Capital and Contributions

The Schedule of Partners — one row per partner naming their capital contribution and profit share percent, with the shares totalled beside the schedule as a self-check. Further capital by mutual written consent; no withdrawal of capital without the consent of all; interest on capital optional and off by default.

Profit and Loss

Profits and losses divided in the proportions stated in the Schedule of Partners — expressly in place of the equal division Section 13(b) of the 1932 Act would otherwise imply, which is the single provision the deed most exists to displace. Losses in the same proportions, except loss caused by a partner's fraud or wilful neglect, which that partner makes good.

Banking and Accounts

The Firm's bank account and who operates it (jointly by default, any partner singly, or a named partner), books of account kept at the principal place of business and open to every partner, the accounting year, and annual accounts signed by all partners and binding subject to a six-month window for manifest error.

Drawings

Whether and how partners draw money against their profit share month to month: an optional stated monthly allowance (leave it unset and drawings need mutual written agreement), every drawing debited to the drawing partner's account, and any excess over the year's actual share made good on the annual settlement.

Duties of Partners and Consent Matters

The mutual duties every partnership rests on — good faith, true accounts, full information, indemnity for fraud or wilful neglect — and the list of acts no partner may do without the prior written consent of all the others: lending the Firm's money, guarantees in the Firm's name, compromising claims, transferring a share, admitting liability, competing with the Firm, and contracts outside the ordinary course. The consent list binds the partners between themselves; it does not by itself limit the Firm's liability to outsiders under the Act's mutual-agency rule.

Admission, Retirement and Death

The coming and going of partners: admission only with the written consent of all (the Section 31 position stated as the parties' own term), retirement on written notice without dissolving the Firm for the rest, the retiring partner's dues — capital, undrawn profits and advances per accounts to the date — paid within a stated period, and death or insolvency continuing the Firm for the remaining partners (displacing Section 42(c)) with the same settlement to the legal representatives. Where only one partner would remain, the Firm instead stands dissolved — two people are the minimum a partnership can be.

Dissolution and Winding Up

How the Firm ends: by the written consent of all partners at any time; by notice (for a partnership at will) or on expiry of the term (for a fixed term); and the winding-up order — assets realised including goodwill, third-party debts first, then partner advances, then capital, residue in profit-sharing proportions, with deficiencies made good in the Section 48 order.

Governing Law and Dispute Resolution

Applicable law, jurisdiction, and dispute resolution mechanism (courts or arbitration under Indian law).

General Provisions

The closing machinery: entire agreement, amendments only in writing signed by all partners, registration of the Firm with the Registrar of Firms (on by default; the description carries the Section 69 reason), notices, severability, counterparts, and the stamp duty on the Deed borne by the Firm.