CA Discussion ForumCategory: CA FoundationIndian Partnership Act
Shreya Maheshwari asked 4 years ago

Rights and Liabilities of Partners on Dissolution

1 Answers
Preeti Aggarwal Staff answered 4 years ago

Rights and liabilities of a partner on dissolution
(A) Rights of a Partner on Dissolution
Right of partners to have business wound up after dissolution [Section 46]
On dissolution every partner or his representative is entitled to-
(i) have the firm’s property applied in payment of the firm’s debts, and
(ii) have the surplus distributed among the partners or their representatives.
 
Return of premium on premature dissolution [Section 51]
In case of dissolution of partnership earlier than the period fixed for it, the partner is entitled to return of the premium paid by him to the firm at the time of admission. The partner shall be entitled to repayment of premium considered reasonable.
The amount of premium will depend upon
– the terms upon which he became partner and 
– the length of time during which he was a partner
However, such a partner cannot claim any return of premium if the partnership is dissolved
a) by the death of one of the partners; or
b) mainly due to misconduct of the partner who paid the premium; or
c) pursuant to an agreement containing no provisions for the return of premium or any part thereof.

The partner paying premium gets a proportionate part of the premium where the dissolution is due to:
a) Without the fault of either party; or
b) Owing to the fault of both; or
c) On account of fault of the partner receiving the premium; or
d) Due to the insolvency of the partner receiving the premium
Rights where partnership contract is rescinded for fraud or misrepresentation [Section 52]
A contract of partnership like any other contract may be rescinded on the ground of fraud or misrepresentation. The partner misled also has a right to claim damages for fraud. This section grants the following further rights to the partner thus rescinding the contract:
(a) He has a right of lien on the surplus assets of the firm remaining after payment of firm’s debts
(b) He has the right to claim any sum paid by him for the purchase of a share in the firm and for any capital contribution by him.
(c) He is entitled to rank as a creditor of the firm in respect of any payment made by him towards the debts of the firm.
(d) He is entitled to be indemnified by the guilty partner/s against all the debts of the firm.
 
(B) Liabilities of a partner on dissolution
Continuing liability for acts of partners done after dissolution [Section 45]
Until public notice of dissolution is given, the partners continue to be liable for any act done by any of them after dissolution and such act shall be considered as if it is an act done before dissolution.
The following shall not be liable for acts done after dissolution of the firm even though public notice has not been given:
(i) Estate of a deceased partner;
(ii) Estate of an insolvent partner
(iii) Sleeping/Dormant partner who retired from the firm
 
Continuing authority of partners after dissolution [Section 47]
After the dissolution of a firm the authority of each partner to bind the firm, and the other mutual rights and obligations of the partners, continue
(i) for the purpose of winding up the affairs of the firm, for example, disposing of the property, realizing amount due from debtors, paying creditors dues, etc, and 
(ii) to complete transactions begun but unfinished at the time of the dissolution, for example, taking delivery of goods ordered before dissolution and paying for them.
Provided that, the firm is not bound by the acts of a partner who has been adjudicated as an insolvent.