Kaagazaat

Partner Retirement / Admission (Reconstitution) Deed

At a glance

Price
Free
Stamp duty
Chargeable as a fresh instrument of partnership.
Registration
TWO DIFFERENT REGISTRATIONS, NOT ONE — the same distinction the Partnership Deed template draws.
Witnesses
Not statutorily required for a Deed of this kind, but two witnesses attesting execution are the near-universal drafting convention for a partnership instrument on stamp paper, and this template asks for them.

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Also called

  • Deed of Reconstitution of Partnership
  • Partner Retirement Deed
  • Partner Admission Deed
  • Supplementary Partnership Deed
  • Saanjhedari Punargathan Karar
  • ਭਾਈਵਾਲੀ ਪੁਨਰਗਠਨ ਦਸਤਾਵੇਜ਼
  • साझेदारी पुनर्गठन विलेख

When you need it

A firm registered or operating in Punjab or Chandigarh CONTINUES in business, but its partner list is changing — a partner is retiring, a new partner is being admitted, or both at once — and the change needs to be recorded, the retiring partner's share settled, the continuing or incoming partners' capital and profit shares fixed afresh, and, where the firm is registered, the Registrar of Firms told. Also covers a partner's death where the surviving partners continue the firm's business rather than dissolving it — the same reconstitution mechanics apply, with the deceased partner's share settled with their legal representative instead of with a retiring partner in person.

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Not for closing the firm down altogether — use the Partnership Dissolution Deed for that. Not for constituting a firm for the first time — use the Partnership Deed for that.

Whether you can fill this in here

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You can fill this one in on this site, and read the whole draft on screen before you decide anything about it. It is a carefully drafted template; it is not advice about your own facts.

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See stamp duty, registration and witnesses

What follows is written for Punjab and Chandigarh. It states the position there rather than describing how it varies, so the amounts below are the ones that apply — worth confirming at the sub-registrar’s office, because rates change. If the property is anywhere else in India, none of this is yours.

Stamp duty

Chargeable as a fresh instrument of partnership. The Partnership Deed template in this library, the original constituting instrument, states its own position in terms this Deed adopts without re-deriving: "a reconstitution of this firm later — a partner joining, retiring or the shares changing — is a fresh instrument of partnership and is separately chargeable under the same article" as the original deed — Article 46, Schedule I-A to the Indian Stamp Act, 1899 as applicable in Punjab, and the equivalent partnership article in the Chandigarh Administration's Rates of Stamp Duty & Registration Fees table. Confirm the current figure for either place with the Sub-Registrar before the stamp is bought, since Article 46 commonly bands the duty by the capital newly stated in this Deed. E-stamp before execution.

Registration

TWO DIFFERENT REGISTRATIONS, NOT ONE — the same distinction the Partnership Deed template draws. This Deed itself is registrable under the Registration Act, 1908 only if it transfers, or extinguishes a partner's separate rights in, immovable property worth more than one hundred rupees — for instance where an incoming partner brings immovable property into the firm as fresh capital, or where a retiring partner's share of firm immovable property is conveyed out to them specifically. Where the reconstitution is settled entirely in cash, this Deed is not compulsorily registrable on that account alone. SEPARATELY, where the firm is registered with the Registrar of Firms, section 63(1) of the Indian Partnership Act, 1932 requires notice of any change in the partners to be given to the Registrar — in Punjab, the Registrar of Firms and Societies for the district of the firm's principal place of business; in Chandigarh, the Registrar of Firms, Union Territory of Chandigarh. File the prescribed form with this Deed once executed.

Notarisation

Not required by law for the Deed itself, though many Registrars of Firms and banks in practice ask for a notarised copy alongside the original.

Witnesses

Not statutorily required for a Deed of this kind, but two witnesses attesting execution are the near-universal drafting convention for a partnership instrument on stamp paper, and this template asks for them.

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Sample preview — placeholder answers, not your data

DEED OF RECONSTITUTION OF PARTNERSHIP

This Deed of Reconstitution of Partnership (this "Deed") is made at Chandigarh on 2 April 2026.

BETWEEN the continuing partners of Nair Bansal Trading Co. (the "Firm"), namely the persons named in the Schedule to this Deed as Continuing Partners, AND the outgoing (or deceased) partner, or their legal representative, named in the Schedule (together the "Parties").

RECITALS

A. The Firm was constituted under Partnership Deed dated 4 April 2019, carrying on business from its principal place at Plot No. 8, Phase 8-B, Industrial Area, S.A.S. Nagar (Mohali) 160055.

B. The firm is registered, as stated below

Registration No. FIRM/2019/00821, Registrar of Firms and Societies, S.A.S. Nagar

C. A partner is retiring, and no new partner is being admitted

NOW THIS DEED WITNESSES AS FOLLOWS.

  1. 1. RECONSTITUTION

1.1 With effect from 1 April 2026 (the "Effective Date"), the Firm is reconstituted as recorded in this Deed, and continues its business without interruption on the terms of the deed referred to in Recital A, as varied by this Deed.

  1. 2. THE OUTGOING OR DECEASED PARTNER

2.1 Faisal Sheikh, son of Ayub Sheikh, Plot No. 8, Phase 8-B, Industrial Area, S.A.S. Nagar (Mohali) 160055 ceases to be a partner of the Firm with effect from the Effective Date.

2.3 Settlement of the outgoing or deceased partner's share: Share valued at Rs 2,80,000 on a full accounting of the firm's assets and liabilities as on 30 September 2026, including an agreed Rs 20,000 for goodwill, payable in full within thirty days of this Deed.

2.4 The outgoing partner remains liable, as between the partners and third parties, for acts of the firm done before retirement, and for acts done after retirement until public notice of the retirement is given under section 32(3) of the Indian Partnership Act, 1932, which the continuing partners undertake to give promptly

  1. 3. THE INCOMING PARTNER
  1. 4. REVISED PROFIT SHARING AND CAPITAL

4.1 From the Effective Date, profits and losses of the Firm are shared: Rohit Nair: 60%; Meera Iyer: 40%

4.2 From the Effective Date, the partners' capital accounts stand as: Rohit Nair: Rs 5,00,000; Meera Iyer: Rs 3,00,000

  1. 5. OTHER TERMS

5.1 Every other term of the deed referred to in the recitals above continues unchanged, so far as consistent with this Deed

  1. 6. NOTICE TO THE REGISTRAR OF FIRMS

6.1 The continuing partners shall give notice of this change to the Registrar of Firms under section 63(1) of the Indian Partnership Act, 1932, promptly after execution of this Deed

  1. 7. STAMP DUTY

7.1 This Deed is executed in the State of Punjab. Stamp duty on this Deed is borne by all the partners named in this Deed, in equal shares.

  1. 8. DISPUTE RESOLUTION AND GOVERNING LAW

8.1 Any dispute arising out of or in connection with this Deed shall be referred to and finally resolved by arbitration by a sole arbitrator appointed by agreement between the partners, under the Arbitration and Conciliation Act, 1996

What this document is for

Partners of a firm in Punjab or Chandigarh use this when the firm CONTINUES in business but its partner list is changing — one partner retiring, a new partner being admitted, both at once, or a partner's death where the survivors carry the firm on. It settles the outgoing (or deceased) partner's share, fixes the continuing and any incoming partners' capital and profit shares afresh, and records the notice due to the Registrar of Firms where the firm is registered.

This is not the document for closing the firm down altogether — that is the Partnership Dissolution Deed. It is also not for constituting a firm for the first time — that is the Partnership Deed. This one sits between the two: the firm survives, only the people behind it change.

Before you use this — two different registrations, and a public notice an internal indemnity does not replace

This Deed itself is registrable under the Registration Act, 1908 only if it transfers immovable property into or out of the firm — for cash-only reconstitutions, it need not be. Separately, where the firm is registered with the Registrar of Firms, section 63(1) of the Indian Partnership Act, 1932 requires notice of the change in partners to be given to that Registrar. The two are independent steps, and doing one does not do the other.

A retiring partner remains liable, as between the firm and third parties, for the firm's acts done after retirement until public notice of the retirement is actually given under section 32(3) of the Indian Partnership Act, 1932 — an indemnity from the continuing partners protects the retiring partner from the continuing partners themselves, but does not stop a creditor who never learned of the retirement from pursuing them. Consider whether a public notice, of the kind the Partnership Dissolution Deed template uses on dissolution, should also be given here.

Stamp paper and registration

Stamp paper needed

Yes

Typical stamp duty — Punjab

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Typical stamp duty — Chandigarh

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Registration at the Sub-Registrar

Depends — Registrable under the Registration Act, 1908 only if this Deed transfers, or extinguishes a partner's separate rights in, immovable property worth more than one hundred rupees — for instance where an incoming partner brings in property as capital, or a retiring partner's share of firm property is conveyed out to them. Settled entirely in cash, it is not compulsorily registrable on that account alone. Separately, where the firm is registered, section 63(1) of the Indian Partnership Act, 1932 asks that notice of the change be given to the Registrar of Firms — a different step from registering this Deed.

Notary or witnesses

No notary required by law, though many Registrars of Firms and banks ask in practice for a notarised copy alongside the original. Two witnesses attesting execution are the near-universal drafting convention for a partnership instrument on stamp paper, and this template asks for them.

What you will need before you start

  • The firm's name, principal place of business, and whether it is registered with the Registrar of Firms
  • A reference to the partnership deed (or last reconstitution deed) now being reconstituted
  • Every continuing partner's details, and what is actually changing — a retirement, an admission, both, or a partner's death
  • How the outgoing or deceased partner's share is being valued and settled, including goodwill if any
  • The incoming partner's details and capital contribution, if one is being admitted
  • The revised profit-sharing ratio and capital position for every partner after this Deed, and the effective date

Common mistakes

  • Treating the continuing partners' indemnity to an outgoing partner as a substitute for public notice under section 32(3) — it protects against the continuing partners, not against a creditor who never learned the outgoing partner had left.
  • Skipping a proper accounting or valuation, including goodwill where agreed, of the outgoing partner's share — an informal or rushed valuation is the most common source of a later dispute on a reconstitution of this kind.
  • Paying out a deceased partner's settlement to whoever claims to be their legal representative without checking that person's actual succession document first.

Questions people ask before using this document

Does the firm have to stop and restart when a partner retires or a new one joins?

No. The firm continues its business without interruption on the terms of the original deed, as varied by this reconstitution — that is the whole point of the distinction between this document and the Partnership Dissolution Deed. Only the partner list, and the capital and profit-sharing figures that go with it, change.

Do we have to pay stamp duty again just because a partner is changing?

Yes. A reconstitution — a partner joining, retiring, or the shares changing — is a fresh instrument of partnership and is separately chargeable under the same stamp article as the original deed, a position this template adopts directly from the Partnership Deed template rather than re-deriving it. Confirm the current rate for either place with the Sub-Registrar before the stamp is bought, since the article commonly bands the duty by the capital newly stated in this Deed.

Is registering this Deed the same as notifying the Registrar of Firms?

No, they are two different things. Registering the Deed itself at the Sub-Registrar is only needed if it transfers immovable property into or out of the firm. Notifying the Registrar of Firms under section 63(1) of the Indian Partnership Act, 1932 is a separate step that applies whenever a registered firm's partners change, regardless of whether the Deed itself needed registration.

Does a retiring partner remain liable for the firm's debts after leaving?

Yes, until public notice of the retirement is given under section 32(3) of the Indian Partnership Act, 1932 — both for acts done before retirement, and for acts done afterward until that notice reaches third parties. An indemnity from the continuing partners protects the retiring partner only against the continuing partners themselves; it does not stop a creditor who never learned of the retirement from still pursuing them, which is why giving public notice promptly matters.

What happens if a partner dies instead of retiring?

The surviving partners can continue the firm's business under this same Deed, settling the deceased partner's share with their legal representative instead of with a retiring partner in person. The legal representative does not thereby become a partner. Confirm their succession document — a succession certificate, letters of administration, or a registered will naming an executor — actually authorises them to receive the estate's share before the settlement is paid out.

  • Partnership Deed

    The original constituting instrument this Deed reconstitutes — read together with it, not instead of it.

  • Partnership Dissolution Deed

    For closing the firm down altogether, rather than continuing it with a changed partner list.

  • LLP Agreement

    A Limited Liability Partnership instead, for any future venture where the partners want liability limited from the outset.

  • Authorisation to Operate a Bank Account

    To update which partners are authorised to operate the firm's bank account once the reconstitution takes effect.

Questions about this document

Does the Partner Retirement / Admission (Reconstitution) Deed need stamp paper or stamp duty in Punjab and Chandigarh?

Chargeable as a fresh instrument of partnership.

See the full position on stamp duty, registration and witnesses
Does the Partner Retirement / Admission (Reconstitution) Deed need registration in Punjab and Chandigarh?

TWO DIFFERENT REGISTRATIONS, NOT ONE — the same distinction the Partnership Deed template draws.

See the full position on stamp duty, registration and witnesses
What does the Partner Retirement / Admission (Reconstitution) Deed cost on Kaagazaat?

Free.

Documents are free. Only kits are paid.

Does the Partner Retirement / Admission (Reconstitution) Deed need witnesses?

Not statutorily required for a Deed of this kind, but two witnesses attesting execution are the near-universal drafting convention for a partnership instrument on stamp paper, and this template asks for them.

See the full position on stamp duty, registration and witnesses

Often needed with this document

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