Corporate And Regulatory

Partnership Act, 1932 (Pt. 2 of 2)

Status: In force


CHAPTER – VII

Registration of Firms

55.          Power to exempt from application of this Chapter:

The Provincial Government of any Province may, by notification in the Official Gazette, direct  that the provisions of this Chapter shall not apply to that Province or to any part thereof specified in the notification.

56.          Appointment of Registrars:

(1)          the Provincial Government may appoint Registrars of Firms for the purposes of this Act, and may define the areas within which they shall exercise their powers and perform their duties.

(2)          Every Registrar shall be deemed to be public servant within the meaning of section 21 of the Pakistan Penal Code.

57.          Application for Registration:

(1)          The registration of a firm may be effect at any time by sending by post or delivering to the Registrar of the area in which any place of business of the firm is situated or proposed to be situated, a statement in the prescribed form and accompanies by the prescribed fee, statement:-

(a)          the firm name.

(b)          the place or principal place of business of the firm,

(c)           the names of any other places where the firm carries on business.

(d)          the date when each partner joined the firm.

(e)          the names in full and permanent addresses of the partners and

(f)           the duration of the firm.

The statement shall be signed by all the partners, or by their agents specially authorized in this behalf.

(2)          Each person signing the statement shall also verify it in the manner prescribed.

(3)          A firm name shall not contain any of the following words, namely:-

“Government” , “Jinnah”, “Quaid-i-Azam” or words expressing or implying the sanction, approval or patronage of the Federal Government or any Provincial Government or the Quaid-i-Azam, except when the Provincial Government signifies its consent to these of such words as part of the firm name by order in writing.

3-A.        A firm name shall not contain the name of the “United Nations” or its abbreviations through the use of its initial letter or of any subsidiary body set up by that body unless it has obtained the previous authorization of the Secretary-General of the United Nations in writing.

3-B.        A firm name shall not contain the name of the “World Health Organization” or its abbreviations through the use of its initial letters unless it has obtained the previous authorization of the Director General in writing.

3-C.        A firm name shall not contain any word which may be  declared by the Provincial Government, by notification in the Official Gazette, to be undesirable:

Provided that a firm which has a part of its name any word declared by the Provincial Government to be undesirable shall, within one month of such declaration, alter its name and send a statement to this effect to the Registrar.

58.          Registration:

When the Registrar is satisfied that the provisions of section 58 have been duly complied with, he shall record an entry of the statement in a register called the Register of Firms, and shall file the statement.

59.          Recording of alterations in firm name and principal place of business:

(1)          When an alteration is made in the firm name or in the location of the principal of business of a registered firm, a statement may be sent to the Registrar accompanied by the prescribed fee, specifying the alteration and signed and verified in the manner required under section 58.

(2)          When the Registrar is satisfied that the provisions of subsection (1) have been duly complied with, he shall amend the entry relating to the firm in the Registrar of Firms in accordance with the statement, and shall file it alongwith the statement relating to the firm filed under section 59.

60.          Noting of closing and opening of branches:

When a registered firm discontinues business at any place or begins to carry on business at any place, such place not being its principal place of business, any partner or agent of the firm may send intimation thereof to the Registrar, who shall make a note of such intimation in the entry relating to the firm in the Registrar of Firms, and shall file the intimation alongwith the statement relating to the firm filed under section 59.

61.          Noting of change in name and addresses of partners:

When any partner in a registered firm alters his name or permanent address, an intimation of the alteration may be sent by any partner or agent of the firm to the Registrar, who shall deal with it in the manner provided in section 61.

62.          Recording of changes in and dissolution of a firm:

(1)          When a change occurs in the constitution of a registered firm any incoming, continuing or outgoing partner, and when a registered firm is dissolved any person who was a partner immediately before the dissolution or the agent of any such partner or person specially authorized in this behalf, may give notice to the Registrar of such change or dissolution, specifying the date thereof; and the Registrar shall make a record of he notice in the entry relating to the firm in the Register of Firms, and shall file the notice alongwith the statement relating to the firm filed under section 59.

(2)          Recording of withdrawal of a minor: When a minor who has been admitted to the benefits of partnership in affirm attains majority and elects to become or not to become a partner, and the firm is then a registered firm, he, or his agent specially authorized in this behalf, may give notice to the Registrar that he has or has not become a partner and the Registrar shall deal with the notice in the manner provided in subsection (1).

63.          Rectification to mistake:

(1)          The Registrar shall have power at all times to rectify any mistake in order to bring the entry in the Register or firms relating to any firm into conformity with the documents relating to that firm filed under this chapter.

(2)          On application made by all the parties who have signed any document relating to the firm filed under this Chapter, the Registrar may rectify any mistake in such document or in the record or note thereof made in the Registrar of Firms.

64.          Amendment of Register by order of Court:

A court deciding any matter relating to a registered firm may direct that the Registrar shall make any amendment in the entry in the Register of Firms relating to such firm which is consequential upon its decision; and the Registrar shall amend the entry accordingly.

65.          Inspection of Register and filed documents:

(1)          The Register of Firms shall be open to inspection by any person on payment of such fee as may be prescribed.

(2)          All statements, notices and intimations filed under this Chapter shall be open to inspection, subject to such conditions and on payment of such fee as may be prescribed.

66.          Grant of copies:

The Registrar shall on application furnish to any person, on payment of such fee as may be prescribed, a copy, certified under his hand, of any entry or portion thereof in the Register of firms.

67.          Rules of evidence:

(1)          Any statement, intimation or notice recorded or noted in the Register of Firms shall, as against any person by whom or on whose behalf such statement, intimation or notice was signed, be conclusive proof of any fact therein stated.

(2)          A certified copy of an entry relating to a firm in the Register of Firms may be produced in proof of the fact of the registration of such firm, and of he contents of any statement, intimation or notice recorded or noted therein.

68.          Effect of non-registration:

(1)          No suit to enforce a right arising from a contract or conferred by this Act shall be instituted in any Court or on behalf of any person suing as a partner in a firm against the firm or any person alleged to be or to have been a partner I the firm unless the firm is registered and the person suing is or has been shown in the Register of Firms as a partner in the firm.

(2)          No suit t enforce a right arising from a contract shall be instituted in any court by or on behalf of a firm against any third party unless the firm is registered and the person suing are or have been shown in the Register of Firms as partners in the firm.

(3)          The provisions of subsections (1) and (2) shall apply also to a claim of set off or other proceeding to enforce a right arising from a contract but shall not affect—

(a)          the enforcement of any right to sue for the dissolution of a firm or for accounts of a dissolved firm, or any right or power to release the property of a dissolved firm, or

(b)          the powers of an official assignee, receiver or Court under the insolvency Federal Territory of Karachi Act,  1909, or the Provincial Insolvency Act, 1920 to realize the property of an insolvent partner.

(4)          This section shall not apply-

(a)          to firms or to partners infirm which have no place of business in Pakistan, or whose places of business in Pakistan are situated in areas to which, by notification under section 56, this Chapter does not apply, or

(b)          IX OF 1887: to any suit or claim of set-off not exceeding one hundred rupees in value which is not of a kind specified in the Second Schedule to the Provincial Small Cause Courts Act, 1887 or to any proceeding in execution or other proceeding incidental to or arising from any such suit or claim.

69.          Penalty for furnishing false particulars:

Any person who signs any statement, amending statement, notice or intimation under this Chapter containing any particular which he knows to be false or does not believe to be true, or containing particulars which he knows to be incomplete or does not believe to be complete, shall be punishable with imprisonment which may extend to three months, or with fine or with both.

70.          Power to make rules:

(1)          The Provincial Government may make rules prescribing the fees which shall accompany documents sent to the Registrar of Firms, or which shall be payable for the inspection of documents in the custody of the Registrar of Firms o for copies from the Register of Firms.

Provided that such fees shall not exceed the maximum fees specified in Schedule I.

Provided further hat the fees payable for any service desired on the same day on which an application for the same is made may be double the aforesaid maximum fees.

(2)          The Provincial Government, may also make rules—

(a)          prescribing the form of statement submitted under section 58, and of the verification thereof;

(3)          All rules made under this section shall be subject to the condition of previous publication.

CHAPTER – VIII

Supplemental

71.          Mode of giving public notice:

A public notice under this Act is given ---

(a)          Where it relates to the retirement or expulsion of a partner from a registered firm, or to the dissolution of a registered firm, by a person attaining majority who was admitted as a minor to the benefits of partnership, by notice to the Registrar of Firms, under section 63, and by publication in the Official Gazette and in at least one vernacular newspaper circulating in the district where the firm to which it relates has its place or principal place of business, and

(b)          In any other case, by publication in the Official Gazette and at least one vernacular newspaper circulating in the district where the firm to which it relates has its place or principal place of business.

72.          Repeals.

Rep. by the Repealing Act, 1938 (I of 1938).

73.          Nothing in this Act or any repeal effected thereby shall affect or be deemed affect—

(a)          any right, title, interest, obligation or liability already acquired, accrued incurred before the commencement of this Act, or

(b)          any legal proceeding or remedy in respect of any such right, title, interest, obligation or liability, or anything done or suffered before the commencement of this Act, or

(c)           anything done or suffered before the commencement of this Act, or

(d)          any enactment relating to partnership not expressly repealed by this Act, or

(e)          any rule of insolvency relating to partnership, or

(f)           any rule of law not inconsistent with this Act. 

APPENDIX I

Specimen form of a Partnership Deed

THIS AGREEMENT made at Karachi this 1st day of July, 1990 between AB, Muslim, adult, residing at Karachi of the one par AND, CD, Muslim, adult, residing at Karachi, of the other part.

WHEREAS the party of the One part and the party of the Other part have agreed to enter into a partnership business upon the terms and conditions herein contained;

NOW THEREFORE THESE PRESENTS WITNESS:- And it is hereby agreed between the parties hereto as follow:

1.            This Deed of Partnership shall come into force with effect from the first day of April 1990.

2.            The partnership business shall consist of sale, purchase and manufacture of dyes and chemicals, and all kinds of agency business, whether manufacturing or otherwise and/or such other business as may be decided by the partners from time to time.

3.            The partnership shall be carried on in the name and style of “AB & Sons”.

4.            The partnership shall be a partnership at will.

5.            The partnership business shall be conducted at Karachi and/or at such other place or places as shall be agreed to by the partners from time to time.

6.            Both the partners shall initially invest Rs.10,000 each and the amounts so invested by the partners from the capital of the partnership, and the same shall be used as per these present in the partnership business.

7.            further capital, if any, required by the partnership shall be obtained from time to time by the partnership by way of loans hundies or otherwise from third parties on payment of interest at the market rate, and such interest shall be paid out of the partnership funds irrespective of profits and loss of the said business.

8.            the net profits of the partnership business shall, after meeting all the necessary costs, charges and expenses incurred in carrying on the said partnership business be divided in the following proportion:

(a)          AB 50P in the rupee.

(b)          CD 50P in the rupee.

And they shall in the like proportion bear all losses, including loss of capital.

9.            The profits and losses of the partnership shall be determined as on 30th day of June each year and the same shall be distributed to, recovered from, the partners concerned in the proportion aforesaid.

10.          It is hereby agreed that each of the partners shall be entitled to draw Rs.1000 (rupees one thousand only) per month for his personal expenses without the consent of the other partner, and such drawing shall be debited to his personal account, and the sum so drawn shall be in part or full satisfaction, as the case may be, of the share f the said partner in the profits of the said partnership business for the year. PROVIDED ALWAYS that if in any year, the sum drawn as aforesaid by the partner shall exceed the amount of his share of the net profits for the year, the said partner shall refund the excess to the partnership as soon as the same shall be ascertained or from his share of the profits of the subsequent year or years.

11.          The partners shall open one or more current accounts with any Bank or Banks in the name of the partnership and the account or accounts so opened shall be operated by either partner.

12.          Both the partners shall have full power and authority to draw cheques, withdraw cash through signed cheques, overdraw from Bank or Banks, take loans, secure credits, sign bills of exchange and any other legal instrument or instruments, endorse hundies, appoint attorney or attorneys for and to commence, continue, defend, compound or settle any suit, prosecution or any legal proceeding for or against the partnership, PROVIDED ALWAYS that in each such case, the approval of ratification of the other partners shall be invariably be obtained.

13.          All partnership money, bills, notes, cheques and other securities received by the partnership shall, as and when received, be paid and deposited in the Bank and Banks to the credit of the firm’s account, except such sums as are immediately required to meet the current expenses.

14.          The accounts of the said partnership shall be properly maintained and kept at the office of the partnership, and shall be made up and prepared at the close of each year ending on the 30th day June and the same shall be signed by both the partners.

15.          Non of the partners hereto shall pledge the credit of the said business of the partnership, except in the usual and regular course of business, or give credit to or conduct any business for any other firm, company or person.

16.          The money constituting the net profits made on such yearly account as aforesaid, after deducting all the expenses, salaries, wages, taxes, etc., may be withdrawn by each partner respectively entitled thereto according to his respective share as herein before provided (less such sums as may have been previously drawn on account by such partner).

17.          In the event of any partner desiring to retire, for any reason whatsoever, from the said partnership, he shall give a previous notice of three months to that effect. On such notice being receive by the firm, the account books of the firm shall be brought up-to-date and a balance sheet as at the end of the period of the said notice shall be made up. The outgoing partner shall be paid his share of the net profits as on the date of retirement and shall be required to pay al his dues or debts, if any, to the firm, and after all the claims and dues of and/or against the firm are satisfied, he shall be deemed to be free from the partnership and the other partners shall be deemed to be free from the partnership and the other partners shall entitled to continue the business of the partnership as the sole proprietor thereof. The partner thus going out shall be entitled to the rights of goodwill of the firm to the extent of his share in the partnership.

18.          In the event of death of either of the partners occurring during the current year of said partnership, the surviving partners shall be entitled to continue and carry on the said business in partnership with the legal heirs or successors or legal representatives of the deceased partners, and if the heirs, successors or legal representatives of he deceased partner demand not carry on the said business in partnership, then the surviving partners may carry on the said business as the sole proprietor thereof in the same name & style after working out any paying the dues and claims of the deceased partner to his heirs, successors or legal representatives, as the case may, who shall have full power to inspect to accounts and other such information as may be necessary for ascertaining that the share of the deceased has been  properly worked out and paid. The share of the deceased shall include his share in the goodwill of the firm.

19.          Any dispute or question which may arise in the business of the partnership in connection with any matter between the partners or surviving partner and the heirs, successors or legal representatives of deceased partner, whether during the currency of this Agreement of the termination thereof, relating to or arising out of the business of partnership or of his agreement. Such arbitration shall be held at Karachi and shall be governed by the provisions of the Arbitration Act for the time being in force in Pakistan, and the Arbitration Award shall be binding on the parties to the dispute.

IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective hands and seals the day and year first herein above witnessed.

SIGNED SEALD AND

DELIVERED by the within named (Signature of AB)

AB, in the presence of

SIGNED SEALD AND

DELIVERED by the within named (Signature of CD)

CD, in the presence of

APPENDIX II

Specimen form of a Dissolution Deed

THIS DEED made at Karachi this 1st day of March, 1990, between AB of Karachi, Muslim, Adult, residing at Karachi of the First Part and CD, Muslim, Adult, residing at Karachi of the other part.

WHEREAS the party of the First Part and the Party of the Other Part have entered into a Partnership business in dyes and chemicals under a Deed of Partnership dated the 1st day of January, 1988;

AND WHEREAS the said Partnership was a partnership at will;

AND WHEREAS on account of disputes between the partners, it has been decided by and between the partners that the said partnership shall be dissolved on the terms and conditions hereinafter appearing:

NOW THIS DEED WITNESS as follows:

1.            The said partnership entered into under the Deed of Partnership dated the 1st day of January 1988 is hereby dissolved with effect from the date of this Deed.

2.            The party of the First Party hereby agrees and undertakes to notify the dissolution of the partnership to the Registrar of Firms and also give notice thereof in a local newspaper, within 21 days from the date of the execution hereof.

3.            The assets and liabilities of the partnership, have been assessed and the final balance sheet and profit and loss account have been taken to the mutual satisfaction of both the parties hereto.

4.            On the dissolution of the partnership, the assets and liabilities of the firm as per the balance sheet aforesaid together with the stocks, securities, goodwill, tenancy rights and all other assets of the firm have been allotted and assigned to the party of the  First Part, who has paid to the party of the Other part a sum of Rs. (Rupees  only), the receipt whereof the party of the other part acknowledges) in part payment of his share in  the net divisible assets of the firm and has given to the party of the other part a Promissory Note for a sum of Rs (Rupees only) payable on 1st December 1990 with interest at Rs.10 per cent annum being the balance of his share in the assets of the firm.

5.            The party of the other  part hereby releases, grants, assigns and conveys all his share, right, title and interest in the said partnership business and the properties, including the goodwill and tenancy rights thereof TO HOLD the same unto the party of the First Part absolutely.

6.            The party of the First Part hereby covenants with the party of the Other Part that he shall discharge all the liabilities and obligation of the partnership and shall effectively indemnify and continue to indemnify the party of the Other Part against claims and expenses in respect thereof.

7.            The party of the Other Part shall not, for a period of 5 years from the date hereof, engage himself directly or indirectly in the business of dyes and chemicals within a radius of 2 miles from the premises of the partnership shop.

8.            Unless repugnant to the context or meaning thereof, the expressions “the party of the First Part” and “the party of the Other P art” shall include the respective heirs, representatives, successors and assigns.

IN WITNESS WHEREOF the parties hereto have hereunto set and subscribe their respective hands and seals the day and year first herein above written.

SIGNED SEALD AND

DELIVERED by the within named (Signature of AB)

AB, in the presence of

SIGNED SEALD AND

DELIVERED by the within named  (Signature of CD)

CD, in the presence of

 

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