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Partnership deed

Hi Friends,

We have a  Partnership Firm Registered with Registrar of Firms, Maharashtra, The changes in the deeds are filed with the ROF time to time. However none of the Partnership deed is notarised as yet.. Now a days we have received an opinion that  the partnership deeds are not valid since it is not "notarised" and it cannot enter into any legal fight,  please share your opinion.



 3 Replies

sharad raghav - 9990549475 (lawyer)     03 June 2011

if you get the deed registered and everything done is before the registrar thn you don't have to worry,it has all the legal characters.......

prabhakar singh (advocate)     03 June 2011


8.  Functions of notaries.-  (1)  A notary may do all or any of the following acts by virtue of his office, namely:-

(a)                verify, authenticate, certify or attest the execution of any instrument;

(b)               present any promissory note, hundi or bill of exchange for acceptance or payment or demand better security;

(c)                note or protest the dishonour by non-acceptance or non-payment of any promissory note, hundi or bill of exchange or protest for better security or prepare acts of honour under the Negotiable Instruments Act, 1881 (XXVI of 1881), or serve notice of such note or protest;

(d)               note and draw up ship’s protest, boat’s protest or protest relating to demurrage and other commercial matters;

(e)                administer oath to, or take affidavit from, any person;

(f)                 prepare bottomry and respondentia bonds, charter parties and other mercantile documents;

(g)                prepare, attest or authenticate any instrument intended to take effect in any country or place outside India in such form and language as may conform to the law of the place where such deed is entitled to operate;

(h)                translate, and verify the translation of, any document, from one language into another;

1[(ha)   act as a Commissioner to record evidence in any civil or criminal trial if                so directed by any court or authority;]

1[(hb)   act as an arbitrator, mediator or conciliator, if so required;]

(i)                  any other act  which may be prescribed.ns of notaries:



68. 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 the contents of any statement, intimation or notice recorded or noted therein.

69. 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 by 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 in 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 to enforce a right a rising 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 persons suing are or have been shown in the register of firms as partners in the firm.

(3) The provisions of sub-sections (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 realise the property of a dissolved firm, or

(b) the powers of an official assignee, receiver or court under the Presidency-towns Insolvency Act, 1909 (3 of 1909) or the Provincial Insolvency Act, 1920 (5 of 1920) to realise the property of an insolvent partner.

(4) This section shall not apply-

(a) to firms or to partners in firms which have no place of business in 10[the territories to which this Act extends], or whose places of business in 11[the said territories], are situated in areas to which, by notification under 12[section 56], this Chapter does not apply, or

(b) to any suit or claim of set-off not exceeding one hundred rupees in value which, in the Presidency-towns, is not of a kind specified in section 19 of the Presidency Small Cause Courts Act, 1882 (5 of 1882), or, outside the Presidency-towns, is not of a kind specified in Schedule II to the Provincial Small Cause Courts Act, 1887 (9 of 1887), or to any proceeding in execution or other proceeding incidental to or arising from any such suit or claim.

Now my opinion:so s8(1)(a) of Notary Act empowers a Notary to "veryfy,authenticate,certify or attest the execution of any instrument".So certainly he is empowered to attest a Partnership Deed too,as that is also an instrument.BUT this or any provision contained in the Notary Act does not lay down that a partner ship deed,in order to have its legal force,must be notarised.I am from up.BUT even if there is a rule in Maharastra to the effect that a Partnership deed must be notorised,the rule itself is beyond the scope of Notary ACT,and needs to be scrapped as bad in law since rule making power is confined with in the scope of ACT under which the rule has to be framed.No rule can go beyond the ACT as its purpose is simply to regulate the provisions of the Act and not to lay down fresh provusions.

Therefore i am of considered opinion that no partnership deed requires notarisation as of any legal requirement.It is optional and dependent upon  choice of parties .

Now let us examine section 69 of Partnership Act.IT does not speak about registration of a partnership deed,AND also does not mandate that a firm can not run its business if it is not registeredwith registrar of firms.

The section69 of Partnership Act,in fact is enabling or disabling provision and lays that if  a partnership firm is registered with the Registrar of Firms only then it or its' partners can enforce their rights interse or against persons who have transacted with it through suits in court of law.

This goes to prove that even Registration of a Partnership firm is not a must but optional with one limitation that a unregistered Partnership firm has been casted with a disability of having no right to file a suit should there be a dispute either between the paertners of firm or with firm and a person having transacted with the firm.

This leads me to conclude that no notarisation of any partnership deed is a legal requirement and it is option and choice of parties who may or may may not choose notarisation of partnership deed.



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