Partnership Firm Registration
With Registrar of Firms (ROF)

A partnership is a relationship between persons who agree to share the profits of a business carried on by all or any of them acting for all (Section 4, Indian Partnership Act, 1932). The persons are partners; together they are the firm, and the name under which they trade is the firm name. The firm has no legal personality of its own: it is a compact name for the partners.

Not under the central Act: registration may be made at any time (Section 58(1)), and an unregistered firm is a valid partnership. Some States have amended the Act to set a time limit and a late fee, so we check your State’s rule first. Registration is still the norm because of Section 69: an unregistered firm cannot sue a third party to enforce a contract, and a partner cannot sue the firm or a fellow partner, unless the firm is registered and the person suing is shown in the Register of Firms as a partner.

An LLP is a body corporate registered with the Registrar of Companies, separate from its partners, and a partner is not personally liable for its obligations merely by being a partner (Sections 3 and 28, LLP Act, 2008). A firm is not separate from its partners, and every partner is liable jointly and severally for all acts of the firm (Section 25, Indian Partnership Act, 1932). An LLP files Form 11 and Form 8 every year; a firm files only its tax returns. See LLP registration.

Fifty. The Partnership Act itself fixes no limit, but Section 464 of the Companies Act, 2013 bars a partnership or association of more than the prescribed number of persons from carrying on business for gain unless it is registered as a company or under another law, and Rule 10 of the Companies (Miscellaneous) Rules, 2014 prescribes 50. Partnerships of professionals formed under their own Acts are outside this limit (Section 464(2)(b)).

Yes, in practice. Property brought into the firm’s stock or bought with firm money is firm property (Section 14, Indian Partnership Act, 1932) and is held and used for the business. For a current account, paragraph 34 of the RBI (Commercial Banks – KYC) Directions, 2025 asks the bank for certified copies of the registration certificate, the partnership deed, the firm’s PAN, the names of all partners, the firm’s address and the KYC of its beneficial owners and authorised signatories, so a registered firm opens one more easily. An unregistered firm counts as an unincorporated association and opens its account under paragraph 36, on a resolution of the partners, the firm’s PAN and a power of attorney, though each bank applies its own acceptance policy. As the firm is not a legal person, the partners sign property deeds and loans themselves or authorise a partner or another person to sign them.

Any person competent to contract under Section 11 of the Indian Contract Act, 1872, which continues to apply to firms (Section 3, Indian Partnership Act, 1932): an adult of sound mind not disqualified by law. A company can also be a partner; for example, the Maharashtra Registrar of Firms requires its memorandum and board resolution with the application. A minor cannot be a partner, but with the consent of all the partners can be admitted to the benefits of partnership (Section 30, Indian Partnership Act, 1932).

Yes. Section 69 bars suits by an unregistered firm and by its partners as partners; it does not stop a customer, supplier or lender from suing the firm or its partners, a point the Telangana Registration and Stamps Department also makes in its procedure note. The firm can defend itself, but it cannot file its own claim to recover dues until it is registered and the suing partners are shown in the Register of Firms.

Yes. Every partner is jointly and severally liable for all acts of the firm done while that person is a partner (Section 25, Indian Partnership Act, 1932). A creditor can recover the whole debt from any one partner’s personal assets, and that partner then claims contribution from the others under the deed.

An NRI or an OCI can contribute to the capital of a firm on a non-repatriation basis, provided the firm is not in agricultural or plantation activity, print media or real estate business (Rule 12(2) and Schedule IV, Part B, Foreign Exchange Management (Non-debt Instruments) Rules, 2019). The money and its appreciation cannot be repatriated. Any other person resident outside India needs the Reserve Bank’s permission (Rules 3 and 4). Where foreign partners are planned, an LLP or a company is usually the better route.

A new partner joins with the consent of all existing partners, unless the deed says otherwise (Section 31), and a partner may retire with the consent of all or as the deed provides (Section 32). The firm executes a supplementary deed and notifies the Registrar of Firms of the change under Section 63. Keep the Register current: Section 69(2) lets a firm sue only if the partners suing are shown in it.

Draft and sign the partnership deed on stamp paper, then file a statement with the Registrar of Firms of the State where the firm has a place of business. The statement gives the firm name, places of business, partners’ details and dates of joining, and the firm’s duration; every partner signs and verifies it, and it goes with the prescribed fee (Section 58). The Registrar records the firm in the Register of Firms (Section 59). Maharashtra, Goa, and Uttarakhand take new registrations online only, and Telangana registers firms through its online portal; Tamil Nadu (TNREGINET), Kerala (eGrooPS), and West Bengal also accept online applications; other States set their own procedure, so we file online or on paper, as your Registrar requires.

Yes. The central Act lets you file the statement at any time while the firm exists (Section 58(1)), though some States have added a time limit with a late fee. Section 69 asks whether the firm is registered when a suit is filed, so register before the firm needs to enforce a contract.

No. Registration enters the existing firm in the Register of Firms (Sections 58 and 59, Indian Partnership Act, 1932); it does not create a new firm. The Income-tax Act, 2025 bars a second PAN (Section 262(8)), and a fresh GST registration is needed only when a change in constitution changes the PAN (Rule 19(1), CGST Rules, 2017; GST portal FAQ on amendment of registration). If the firm name or address changes at registration, intimate the change for PAN (Section 262(4)) and amend the GST registration on FORM GST REG-14 within 15 days. This holds while the partners and their shares stay the same. A partner joining or retiring at the same time is a change in constitution (Section 327(2), Income-tax Act, 2025) and is reported on both registrations.

PAN, Aadhaar, identity proof, recent address proof, and a photograph of every partner; a utility bill for the place of business with the owner’s NOC or the rent agreement; the stamped and signed partnership deed; and the State’s registration form signed by all partners. Several States also require an affidavit, and Maharashtra requires a Marathi translation of the deed; we prepare them in your State’s format.

We can draft, stamp, and sign the deed in two to three working days, and the firm can start business upon signing. The Income Tax Department issues the PAN and TAN after processing. Registration with the Registrar of Firms takes as long as the State’s office takes, and differs between States; we tell you the expected time for your State in the written estimate.

Two State charges apply: stamp duty on the deed under the State’s Stamp Act, and the Registrar of Firms fee for the registration statement, both of which vary by State. In Maharashtra, the duty is ₹500 up to ₹50,000 of cash capital and 1% above that, capped at ₹50,000 (Article 47, Schedule I, Maharashtra Stamp Act), and the Registrar of Firms charges ₹1,500 for Form A; in Telangana, the registration fee is ₹200 plus ₹45 user charges. These are paid at actuals and shown separately in our estimate.

The firm name and business, the place of business, the date of commencement and duration, each partner’s capital, the profit and loss sharing ratio, duties and powers of partners, who operates the bank account, salary and interest to partners, admission, retirement and expulsion of partners, and the method of dissolution and settlement of disputes. Where the deed is silent, the Act’s default rules apply, for example, equal sharing of profits (Section 13).

Because the Income-tax Act, 2025 allows the firm a deduction for remuneration to working partners and interest to partners only when the deed authorises it, and only within limits: interest up to 12% a year, and remuneration up to the higher of ₹3 lakh or 90% of the first ₹6 lakh of book profit, plus 60% of the balance (Section 35(e)). Payments not authorised by the deed are not deductible.

The Indian Partnership Act requires neither. The deed must bear the stamp duty required by the State’s stamp law, and notarisation is common practice. Registration under Section 17 of the Registration Act, 1908 applies where the deed creates an interest in immovable property, such as land a partner brings into the firm. Registering the deed with a Sub-Registrar is not registration of the firm under Section 58.

From 1 April 2026, the Income-tax Act, 2025 applies. The firm pays 30% on its total income (Finance Act, 2026, First Schedule), plus a 12% surcharge if income exceeds ₹1 crore, and a 4% health and education cess. A partner’s share of the firm’s profit is exempt in the partner’s hands (Schedule III, Sl. No. 2), while salary and interest received from the firm are taxed as the partner’s business income. The firm is assessed as a firm only if the deed specifies each partner’s share, and the first return is filed with a certified copy of the deed (Section 325).

Yes, unlike an LLP. Section 58(11) of the Income-tax Act, 2025 makes a resident firm other than a limited liability partnership eligible. For business, income is taken at 8% of turnover, or 6% of receipts by banking or online modes, where turnover is up to ₹2 crore (₹3 crore if cash receipts are within 5%). For specified professions, it is 50% of gross receipts up to ₹50 lakh (₹75 lakh with cash within 5%). A firm that opts in and then leaves the scheme within five years cannot return to it for the next five (Section 58(7)).

Not with the Registrar of Firms: the Partnership Act has no annual return. The firm files its income-tax return every year, by 31 August where its accounts are not audited and by 31 October where they are (Section 263, Income-tax Act, 2025, as amended by the Finance Act, 2026), and GST and TDS returns if it is registered or deducts tax. A tax audit applies once business turnover exceeds ₹1 crore, or ₹10 crore where cash receipts and payments are each within 5%, or professional receipts exceed ₹50 lakh (Section 63).

Only when the law requires it: when aggregate turnover crosses the registration threshold (₹20 lakh for services, or ₹10 lakh in Manipur, Mizoram, Nagaland and Tripura; ₹40 lakh for a supplier of goods only, except in the States listed in Notification No. 10/2019-Central Tax), or from the first sale for inter-State taxable supply of goods or supply through an e-commerce operator (Sections 22 to 24, CGST Act, 2017). A firm can register voluntarily to claim input tax credit. It can also obtain Udyam (MSME) registration linked to its PAN, which provides 45-day payment protection for micro and small suppliers (Section 15, MSMED Act, 2006). See GST registration.

Yes. A firm converts into an LLP under Section 55 and the Second Schedule of the LLP Act, 2008, by filing Form 17 with FiLLiP; all the firm’s partners, and no one else, become the LLP’s partners, and an unregistered firm can also convert. The LLP informs the Registrar of Firms within 15 days, and the firm stands dissolved. Conversion into a private limited company is a separate route. See conversion of a firm into an LLP and conversion into a private limited company.