CPT Chapter Registration and Dissolution of Firm

With Bharat Galani.Duration:2hrs 47min

Notes

Index

What is Registration of Firm
How a firm is registered
Partnership Deed
What happens if a firm is not registered
Suit by reconstituted firm without re-registration

What is Registration of Firm

Partnership firm registered with the Registrar of firm
Registration is Optional except for the states of Maharashtra & Gujarat
Unregistered firm suffers from number of disablities

Partnership Deed

A partnership deed should contain the following clause:
Name of the parties
Nature of business
Duration of partnership
Name of the firm
Capital
Share of partners in profits and losses
Banking, Account firm
Books of account
Powers of partners
Retirement and expulsion of partners
Death of partner
Dissolution of firm
Settlement of disputes

What if firm is not registered

English law vs Indian law
Disablities
No suit in a civil court by firm or partners against third party
No refief to partners for set –off of claim exceeding `100
Aggrived partner cannot bring legal action against other partners of the firm. Except when firm is dissolved

Firm is not registered

Below Rights are not effected :-
Right of third party to sue the firm

Rights of partner to sue for :
dissolution of firm,
account settelment,
realisation of dissolved firm’s property
Power of an Official Assignee, Receiver of court to realise the property of the insolvent partner
Right to sue or set off suits not more than Rs. 100.

How firm is dissolved?Dissolution by Agreement

Compulsory Dissolution
Contingent Dissolution
Dissolution by Notice
Dissolution by Court

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Relationship of Partners

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CPT Chapter General Nature of Partnership

With Bharat Galani.Duration:4hrs 10min

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Notes

General Nature of Partnership

Index

What is Partnership?
Features of Partnership
True Test of Partnership
Partnership vs Other Organisation
Who can become a partner in a firm
Types of Partnership
Types of Partners
Minor’s position in Partnership

Definition

(Section 4)
“Partnership is the relation between persons who have agreed to share the profits of a business carried on by allor any one of them acting for all”

Features of Partnership

At least 2 persons
Agreement
Existence of business
Sharing of Profits
Mutual Agency

Partners as agent of a firm

Mutual agency- Cardinal Principle / True test
Partner is Both principal & agent- not mere agent
Partner has Capacity to bind other partners by his act
Only for acts done related to business

Other forms of Organisation

Company
HUF
Co Ownership
Club
Association
Joint Venture

Types of Partners

Active /Working/Ostensible
Sleeping/Passive/Dormant
Nominal
Partner in Profit Only
Sub Partner
Partner by Holding out
Partner by Estoppel
Secret Partner
Minor Partner

Partnership by Holding out

Someone holds out as partner
Represents himself or permits himself to be represented as a partner
(though he is not a partner)
Liable like a partner
Only the person to whom representation has been made – Enforce Liability
Fraudulent intention is not relevant

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Unpaid Seller

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Relationship of Partners

With Bharat Galani.Duration:3hrs 28min

Test Jayesh

Notes

Index

Mutual Rights & Duties
Authority of Partner
Misc Points
Reconstitution of firm

Mutual Rights

Subject to agreement
Right to take part in conducting business - If stopped participating
Right to be consulted - majority rule, change nature of business-all
Right to access to books -exercised bona fide
Right to Remuneration -No, except customary or agreement
Right to Share Profit- Equal unless diff agreement. No Capital ratio
Interest on Capital -No, except as per agreement or custom or statute
Interest on advances - ex-loan.6%p.a runs even after dissolution.
Right to be indemnified - protecting firm, prudent person
Right to stop admission of a new partner- consent all
Right to retire - consent all, partnership at will - notice
Right not to be expelled-unless majority partners,in agreement,good faith, benefit of firm
Right of outgoing partner to carry on competing business- not firm name, not represent firm, soliciting firm’s customer
Right of outgoing partner to share subsequent profits - option to have share of profit or interest @6%p.a
Right to dissolve the firm - consent of all, partnership at will-notice

Duties

Carry on business-greatest common advantage,faithful,true information.
Indemnify for his fraud or willful neglect
To attend duties diligently without remuneration.
Have partners advantage of his knowledge
To share loss
Return personal profit from firm’s assets or name
Return profit of competing business

Authority of a partner

Authority= capacity of partner to bind other by his act.
Express or Implied
Implied Authority
i. act related to normal business of the firm
ii.act in usual way of carrying on the business
iii.act in firm’s name or intention to bind firm
No Implied authority beyond the scope of partnership
No Implied authority beyond the normal course of business

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Registration and Dissolution of a Firm

General Nature of Partnership

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CPT Chapter Unpaid Seller

With Bharat Galani.Duration:1hrs 41min

Notes

Index
Who is unpaid seller
Rights of an unpaid seller
Remedies for Buyer against seller
Auction Sale

Who is an Unpaid Seller?
i) Whole of the price Not paid
ii) Conditional Payment -BOE or Cheque Dishonoured
Note:-
- Part payment left ₹100, ₹1 not paid
- Not unpaid seller before credit period. Unless Insolvent

Right to Lien

Right to Lien = retain the possession
Right only for unpaid price not other expense or claim

Right to lien is available only in following cases:-
i) Sold without credit
ii) If sold on Credit, credit period has expired
iii) Buyer became Insolvent, whether credit period expired or not

4. Seller loses right to lien when:-
i) He delivers to carrier for transmission without reserving right to disposal
ii) Buyers obtains lawful possession
iii) Seller waived off right to lien
iv) By Estoppel: Buyer dispose of goods with the consent of seller.
v)Where document of title has been issued to buyer & buyer transfer documents other person in good faith & consideration.

Right to Stoppage in Transit

Right to Stoppage in Transit is available
After Lien gets over
Only when buyer insolvent & goods are still in transit
Carrier - Independent person.

Right to Re-sale

1.Available if seller gives notice of reasonable time to buyer
2. If goods are of Perishable nature – No notice required

Auction Sale

Selling property by inviting bids publicly
Sold to highest bidder.
Auctioneer is an agent of seller.
Note:-
i. Sold on lots
ii. Completion of sale – fall of hammer, clap, etc.
iii. Reserve Price or Upset Price
iv. Reserve the Right to Bid
iv. Seller bids himself or through his agent - Inform
v. Pretended bidding - Fraudulent & voidable
vi. Rigging or Cartel formation-not allowed

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General Nature of Partnership

Transfer of ownership and Delivery

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