Procedure of registration
The Partnership Act authorizes the State Government to appoint Registrar of Firms for the purpose of registering partnership firms. Accordingly, an office of the Registrar of Firms exists in every State. Registration is obtained by filing an application with the Registrar. The application should be on the prescribed form and accompanied by the prescribed fee. The application has to state the following particulars:
- The name of the firm.
- The place or principal place of business of the firm.
- The names of any other places where the firm carries on business.
- The date when each partner joined the firm.
- The name in full and permanent addresses of the partners.
- The duration of the firm.
The application form should be signed and verified by each partner or by his duly authorized agent. If a partner refuses to sign the application form, registration can then be obtained only by dropping his name from the firm. Where the name of a partner was not shown in the Register of Firms on the date of the filing of the suit, the Bombay High Court held that the suit of the firm was not maintainable. The requirement of registration becomes satisfied when not only the firm is registered but also the names of all the partners are in the Register of Firms.
Where the principal place of business was mentioned but not the branch office, the court said that it did not affect the maintainability of the suit. If the Registrar is satisfied that the requirements as to registration have been complied with, he registers the firm and enters its name in the Register of Firms.
He then issues under his hand a certificate of registration. Re-registration of a firm in the same name does not affect its status.
Change of particulars [S. 60]
Recording of alterations in firm name and principal place of business. –
- When an alteration is made in the firm name or in the location of the principal place 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.
- When the Registrar is satisfied that the provisions of Sub-section (1) have been duly complied with, he shall amend the entry relating to the firm in the Register of Firms in accordance with the statement, and shall file it along with the statement relating to the firm filed under Section 59.
Any change of name or of the location of the principal place of business requires almost a new registration and, therefore, statement to that effect signed by all the partners and accompanied by prescribed fee should be sent to the Registrar. There is no time-limit prescribed for filing the particulars. The Registrar cannot reject them only on account of delay. The attempt of some State legislatures to prescribe a time-limit under the rule-making power has not been allowed by the courts. When the business of the firm is discontinued at one place or extended to a new place, or when a partner changes his name or permanent address or when the firm is dissolved, or a partner retires or joins or a minor, having been admitted, elects to become or not to become a partner, the Registrar should be informed. Where the firm was reconstituted by the remaining partners after the retirement of some of them and there was a provision in the agreement that the firm would not be dissolved on such eventuality registration of the firm by the Registrar was held to be not improper. In a case before the High Court of Delhi, the retiring partner denied his signature on the letter of allotment. He also denied execution by him of the dissolution deed. He questioned the validity of the changes recorded by the Registrar of Partnership Firms under Section 63 on the basis of the dissolution deed. But he admitted his signature in the pending arbitration proceeding. The court said that the writ petition raised highly disputed questions of fact and the matter being already under adjudication, the petitioner was not entitled to a writ remedy.