Transfer of partnership asset

Supreet singh (Querist) 12 January 2023 This query is : Resolved
Hello lawyers,

Land was in the name of a partnership firm with 5 partners. 4 partners had retired from the partnership firm via dissolution deed.
At present only one partner is there with all assets. That partner is me.

Land is still in the name of partnership firm.

Since I am the only one partner of partnership firm , if I add buyers as new partner and change the constitution of the partnership firm by submitting reconstitution deed to registrar of firm , then the land will be transferred to buyers without registration and stamp duty?

This method of transferring land is valid?

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A sole remaining partner wishes to transfer partnership land to new buyers by adding them as partners via a reconstitution deed. This aims to avoid registration and stamp duty. However, legal advice suggests that once four partners retired and the firm was dissolved, adding new partners requires forming a completely new partnership, and a registered sale deed may be unavoidable for asset transfer.

kavksatyanarayana (Expert) 12 January 2023
When there are 5 partners and out of 5, four partners retired/dissolve the firm, then the firm is deemed to be completely dissolved as with a single partner/person, it does not mean a partnership business. At the time of dissolution did the outgoing partners sign the dissolution deed?

Supreet singh (Querist) 12 January 2023
Yes Sir, 4 outgoing partners, signed the dissolution deed and transfer all the profit liabilities and assets of partnership firm in my name.
AT PRESENT I AM THE ONLY PARTNER OF PARTNERSHIP FIRM.
if I add 2 more partners now and change the change the constitution of the firm by submitting reconstitution deed to registrar of the firm, then will it transfer the assets to new partners also.
New partners have to pay stamp duty ??
Or Registered sale deed is unavoidable in this scenario.

kavksatyanarayana (Expert) 15 January 2023
How can you add two partners to the already dissolved firm? You have to go for a new firm with other persons.

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