Change Partnership Deed
The partners’ operational, financial, and practical aspects of the partnership are presented in a legal paper that is termed a partnership deed, better known as a partnership agreement. In the document, the specific obligations, rights and responsibilities of each partner are set out together with the collaboration’s everyday rules and decision-making procedures.
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INTRODUCTION
Know about Partnership Deed and Its Changes
A partnership deed is a crucial document that defines the terms, conditions, and scope of operations for a partnership firm. All partners must operate strictly within the framework laid out in this deed and must not act beyond its terms.Over time, as the business grows or changes direction, the partners may wish to modify the partnership deed to expand or reduce the scope of activities, update partner roles, or make other necessary adjustments.Any modification is made by executing a supplementary deed (amendment deed) to the original partnership deed. This supplementary deed must be duly signed by all partners and attract the applicable stamp duty as per the relevant State Stamp Act. Once executed, the updated deed should be registered with the Registrar of Firms if the partnership firm is already registered, ensuring the firm’s records remain accurate and legally valid.
Advantage
Reasons for Changing a Partnership Deed
Change of Partners, Rights & Responsibilities
This is one of the most common reasons for amending a partnership deed. As the business grows, existing partners may leave, retire, or new partners may need to be added. In all such cases—whether it’s appointment, admission, retirement, resignation, or death of a partner—a supplementary partnership deed must be executed to record the change in partners and update their rights and responsibilities accordingly.
Change in Business Activity or Firm Name
A partnership firm can only engage in the activities specified in its deed. If partners wish to expand into new business activities or discontinue old ones, the business clause in the deed must be updated to reflect these changes. Similarly, if partners decide to change the name of the firm, this must also be incorporated through an amendment to the partnership deed.
Change in Capital Contribution & Profit-Sharing Ratio
As a firm grows, additional capital may be required to meet new business needs or expansion plans. When partners contribute new capital or there is a change in ownership structure, the profit and loss sharing ratio usually changes as well. Both scenarios require the partnership deed to be amended and attract applicable stamp duty on any increase in capital contribution.
Change in Other Clauses
Other important provisions may also need to be updated to suit the evolving needs of the firm and its partners. These include changes to: ,The firm’s registered address or opening of a branch office , The terms and conditions of partner appointments and resignations ,Notice periods for withdrawal or resignation , Powers of attorney or administrative powers ,Jurisdiction of the firm ,Dissolution process and duration of the partnership
A LIST OF DOCUMENTS
📄 List of Documents Required to Modify a Partnership Deed
1️⃣ PAN Card of Existing Partners
Self-attested PAN card copies of all existing partners.
2️⃣ Partnership Deed (Original & Amendments)
Original Partnership Deed.
Any previously amended Partnership Deeds, if applicable.
3️⃣ New Partner’s Documents (if adding a new partner)
Self-attested PAN card copy of the new partner.
Address proof of the new partner (Aadhaar card, passport, voter ID, etc.).
4️⃣ Board/Partners’ Resolution (if required)
Resolution by existing partners approving the modification.
5️⃣ Supplementary Deed Draft
Draft of the new/amended Partnership Deed with the revised terms.
📌 Additional Notes (Optional)
✔️ All copies should be self-attested by the respective partners.
✔️ For address proof, recent utility bills (not older than 2 months) are acceptable.
✔️ If any partner is a company or LLP, you may need company PAN, board resolution, and authorization letter.
✔️ Depending on your state/ROF (Registrar of Firms) requirements, you may need to notarize the amended deed.
✅ Change Partnership Deed in 3 Easy Steps
1️⃣ Answer Quick Questions
Fill out our simple questionnaires — takes less than 10 minutes
Share basic details & required documents
Make payment easily through our secure payment gateway
2️⃣ Experts Are Here to Help
Get a dedicated Relationship Manager
Drafting of the Supplementary Partnership Deed
Guidance on payment of stamp duty
Notarization of the supplementary deed
3️⃣ Your Partnership Deed is Modified
All it takes is 7 – 10 working days
*️⃣ Subject to Government processing time and stamp duty clearance
🔍 Process to Modify Partnership Deed
📅 Day 1
✔️ Detailed discussion & consultancy on the required changes
✔️ Collection of basic information & supporting documents
📅 Day 2 – 4
✔️ Drafting of the Supplementary Deed
✔️ Review draft & sign the deed
📅 Day 5 – 7
✔️ Payment of applicable Stamp Duty
✔️ Notarization of the signed Supplementary Deed
Frequently Asked Questions
Have questions before reaching out? Here are quick answers to some of the most common queries we receive about contacting us, consultations, and service inquiries.
Once the draft is prepared by professionals and confirmed by all partners, the required stamp duty is paid. The deed is then signed by all partners and notarized to make it legally valid.
Stamp duty depends on the respective State’s Stamp Act and is calculated based on any change in capital contribution. If there is no change in capital, a nominal stamp duty (typically ₹100) is paid. Any additional stamp duty must be paid separately if required.
Yes. If your original partnership deed is registered, any changes must also be filed with the Registrar of Firms to keep your firm’s records up to date.
The changes take effect once the supplementary deed is signed by all partners and notarized. If the firm is registered, a modified registration certificate should also be obtained after the filing.
A new partner can be added as per the procedure specified in the existing deed. The supplementary deed must clearly mention the admission date, profit-sharing ratio, and other terms agreed upon by all partners.
A partner must submit a written resignation to the existing partners as per the deed’s notice period. All partners, including the outgoing one, must execute a supplementary deed detailing the exit terms. This deed should be signed and notarized to make the change valid.