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Kaagazaat

Partnership Dissolution Deed

At a glance

Price
Free
Stamp duty
Chargeable as an instrument of dissolution of partnership, under the article in Schedule I-A to the Indian Stamp Act, 1899 that Punjab, and separately Chandigarh, apply to a dissolution instrument — distinct from Article 46, which chargeed the original instrument of partnership.
Registration
THIS DEED ITSELF is registrable under the Registration Act, 1908 only if it operates to transfer, or to extinguish a partner's separate rights in, immovable property of the firm — for instance where firm property worth more than one hundred rupees is allotted to one partner absolutely on dissolution, which s.17(1)(b) or s.17(1)(c) then reaches.
Witnesses
Not statutorily required for a Deed of this kind, but two witnesses attesting execution are the near-universal drafting convention for an instrument of this kind on stamp paper, and this template asks for them.

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Also called

  • Deed of Dissolution of Partnership
  • Dissolution Deed
  • Firm Dissolution Agreement
  • Saanjhedari Bhang Karar
  • ਭਾਈਵਾਲੀ ਭੰਗ ਕਰਨ ਦਾ ਦਸਤਾਵੇਜ਼
  • साझेदारी विघटन विलेख
  • Winding Up of Partnership Deed

When you need it

All the partners of a firm registered or operating in Punjab or Chandigarh have agreed to close the firm down — not to reconstitute it with a partner leaving or joining, but to end it altogether. Records the date of dissolution, how the firm's assets are realised and its debts and liabilities cleared, how any surplus or shortfall is shared between the partners, what happens to the firm's name and goodwill, and the public notice and Registrar-of-Firms intimation that let third parties and the record catch up with the fact that the firm no longer exists.

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Not for a firm that continues in business with one partner retiring and another joining or being admitted — use the Partner Retirement/Admission (Reconstitution) Deed for that; this deed is for the firm's own end, not its continuation under a changed partner list.

Whether you can fill this in here

You can fill this in here

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.

Fill this one in
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 an instrument of dissolution of partnership, under the article in Schedule I-A to the Indian Stamp Act, 1899 that Punjab, and separately Chandigarh, apply to a dissolution instrument — distinct from Article 46, which chargeed the original instrument of partnership. This drafter could not confirm the current rate for either place with confidence; confirm the applicable article and figure with the Sub-Registrar, or against the Punjab Department of Revenue, Rehabilitation and Disaster Management's published table at revenue.punjab.gov.in, or the Chandigarh Administration's Rates of Stamp Duty & Registration Fees table, before the stamp is bought. E-stamp before execution.

Registration

THIS DEED ITSELF is registrable under the Registration Act, 1908 only if it operates to transfer, or to extinguish a partner's separate rights in, immovable property of the firm — for instance where firm property worth more than one hundred rupees is allotted to one partner absolutely on dissolution, which s.17(1)(b) or s.17(1)(c) then reaches. Where the firm's assets are simply sold or realised for cash and the proceeds divided, this Deed is not compulsorily registrable on that account alone. SEPARATELY, where the firm was itself registered with the Registrar of Firms under the Indian Partnership Act, 1932, s.63(1) of that Act lets any person who was a partner give notice to the Registrar of the firm's dissolution, so that the register no longer shows a firm that has ceased to exist. This is a notice, not a registration of this Deed, and is not compulsory — but an unregistered dissolution leaves the firm on the Registrar's books indefinitely, which can matter to a partner sued or chased for the firm's debts long afterward. s.45 of the Act separately requires PUBLIC NOTICE of the dissolution — in the Official Gazette and in at least one vernacular newspaper circulating in the district where the firm had its place of business — to fix when a partner stops being liable, as between the firm and third parties, for acts done by another partner after dissolution. This is distinct from, and in addition to, any Registrar notice.

Notarisation

Not required by law for the Deed itself, though a notarised copy is commonly kept alongside the original for the bank and for whoever will present the Registrar-of-Firms notice.

Witnesses

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

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Sample preview — placeholder answers, not your data

PARTNERSHIP DISSOLUTION DEED

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

BETWEEN the partners of Nair Bansal Trading Co. (the "Firm"), namely the persons named in the Schedule to this Deed (together the "Partners", each a "Partner").

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. The Partners have agreed to dissolve the Firm, for the reason recorded in clause 1 below.

NOW THIS DEED WITNESSES AS FOLLOWS.

  1. 1. DISSOLUTION

1.1 The Firm stands dissolved with effect from 1 April 2026 (the "Dissolution Date"), by reason of the mutual agreement of all the partners to dissolve the firm, under section 40 of the Indian Partnership Act, 1932.

  1. 2. REALISATION OF ASSETS

2.1 The assets of the Firm have been, or shall be, sold and converted to cash, the sale particulars and proceeds being recorded below

2.2 Particulars: Stock-in-trade and fixtures sold to a third party for Rs 8,40,000 on 12 September 2026; the firm's vehicle (Registration No. PB-10-CX-4471) allotted to Rohit Nair at an agreed value of Rs 3,20,000, adjusted against his share on final settlement.

2.3 No immovable property of the firm is allotted to any partner by this Deed

  1. 3. CLEARANCE OF LIABILITIES

3.1 All amounts owed to trade creditors and the firm's bank overdraft, totalling Rs 4,10,000, have been paid in full from sale proceeds before any distribution among the partners.

  1. 4. FINAL SETTLEMENT BETWEEN THE PARTNERS

4.1 in accordance with section 48 of the Indian Partnership Act, 1932: first repaying partners' advances beyond capital, then partners' capital, then dividing any residue among the partners in the profit-sharing ratio fixed by the partnership deed; a shortfall being borne in the same ratio

4.2 Particulars of the final settlement: After clearing liabilities, Rs 6,50,000 remained. Capital accounts repaid in full: Rohit Nair Rs 5,00,000, Kavita Bansal Rs 5,00,000 (a shortfall of Rs 3,50,000 against combined capital of Rs 10,00,000, borne equally). No further sum is due from either partner to the other or to the firm.

4.3 Each partner releases every other partner from all further claims and demands arising out of the partnership, the accounts having been settled in full as recorded above

  1. 5. NAME AND GOODWILL

5.1 No partner shall use the firm's name, represent any business as a continuation of the firm, or solicit persons who were the firm's customers before dissolution, and each partner is otherwise free to carry on a similar business, consistently with section 55 of the Indian Partnership Act, 1932

What this document is for

All the partners of a firm in Punjab or Chandigarh use this when they have agreed to close the firm down altogether, not to continue it under a changed partner list. It records the date of dissolution, how the assets are realised and the debts cleared, how any surplus or shortfall is shared between the partners, and what happens to the firm's name and goodwill.

Not for a firm that continues with one partner retiring and another joining — that is the Partner Retirement/Admission (Reconstitution) Deed. This deed is for the firm's own end: every partner must join and sign it, since a dissolution some partners agree to and others do not does not dissolve the firm as to the ones left out.

Before you use this — public notice is a separate step from the Registrar-of-Firms notice, and debts come first

Section 45 of the Indian Partnership Act, 1932 requires PUBLIC NOTICE of the dissolution — in the Official Gazette and in at least one vernacular newspaper circulating in the district of the firm's place of business — to fix when a partner stops being liable, as between the firm and third parties, for acts another partner does after dissolution. This is separate from, and in addition to, any notice given to the Registrar of Firms under section 63(1), and skipping it leaves that liability running longer than the partners may assume.

Section 48 of the Act sets the default order for what happens to the firm's money once it is realised: first repaying partners' advances beyond capital, then partners' capital, then dividing any residue among the partners in the profit-sharing ratio — with a shortfall borne the same way — unless the partners agree to a different order. Third-party debts and liabilities are paid before anything is applied among the partners themselves, regardless of which order the partners choose for their own shares.

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 allots immovable property of the firm to a partner absolutely — sold or realised for cash and divided as money, it is not compulsorily registrable on that account alone. Separately, where the firm was registered with the Registrar of Firms, section 63(1) of the Indian Partnership Act, 1932 lets a partner give notice of the dissolution so the register no longer shows a firm that has ceased to exist — a notice, not a registration of this Deed, though an unregistered dissolution leaves the firm on the Registrar's books indefinitely.

Notary or witnesses

No notary required by law, though a notarised copy is commonly kept alongside the original for the bank and for whoever presents the Registrar-of-Firms notice. Two witnesses attesting execution are the near-universal drafting convention for an instrument of this kind 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 was registered with the Registrar of Firms
  • A reference to the partnership deed (or last reconstitution deed) now being dissolved, and every partner as on the date of dissolution
  • The reason and date of dissolution, and how the assets are being realised — sold for cash, divided in kind, or both
  • How the firm's debts and liabilities to third parties are being cleared, and the final settlement between the partners once that is done
  • What happens to the firm's name and goodwill, and who keeps custody of its books and records afterward
  • Whether public notice of the dissolution, and notice to the Registrar of Firms, have been given or are still to be given

Common mistakes

  • Treating a dissolution some partners agreed to as ending the firm for everyone — a partner left out remains a partner, and can still be sued, or sue, on that footing.
  • Skipping public notice under section 45, leaving a partner exposed to liability for a co-partner's acts done after dissolution but before outsiders actually knew of it.
  • Distributing sale proceeds among the partners before the firm's third-party debts are actually cleared, contrary to the order section 48 sets.

Questions people ask before using this document

Do all the partners have to agree to dissolve the firm?

Every partner as on the date of dissolution must join and sign this Deed. A dissolution some partners agree to and others do not does not dissolve the firm as to the ones left out — they remain partners of a firm the others may wrongly treat as ended, and can still be sued, or sue, on that footing.

What is public notice of dissolution, and why does it matter?

It is notice given in the Official Gazette and in at least one vernacular newspaper circulating in the district of the firm's place of business, under section 45 of the Indian Partnership Act, 1932. Until it is given, a partner can remain liable to a third party for an act done by another partner that would have been an act of the firm before dissolution. It is separate from, and in addition to, any notice given to the Registrar of Firms.

Can I still use the firm's name after it dissolves?

Not by default. Section 55 of the Indian Partnership Act, 1932 lets a partner carry on a similar business, but not use the firm's name, represent a business as continuing the old firm, or solicit its former customers, unless the partners agree otherwise. This Deed lets the partners instead allot the name and goodwill to one partner specifically, with the others agreeing not to use it.

In what order are the firm's assets distributed after dissolution?

Section 48 of the Indian Partnership Act, 1932 sets the default order once third-party debts are cleared: first partners' advances beyond capital, then partners' capital, then any residue in the profit-sharing ratio, with a shortfall borne the same way — unless the partners agree to a different order, which this Deed lets them record.

How much stamp duty does a dissolution deed attract?

This template does not print a figure for either Punjab or Chandigarh, deliberately — a dissolution instrument is charged under a distinct article from the one that priced the original partnership deed, and neither current rate could be confirmed with confidence. Confirm the applicable article and figure with the Sub-Registrar, or against the department's own published table, before the stamp is bought.

Related documents, and when you would need them

Questions about this document

Does the Partnership Dissolution Deed need stamp paper or stamp duty in Punjab and Chandigarh?

Chargeable as an instrument of dissolution of partnership, under the article in Schedule I-A to the Indian Stamp Act, 1899 that Punjab, and separately Chandigarh, apply to a dissolution instrument — distinct from Article 46, which chargeed the original instrument of partnership.

See the full position on stamp duty, registration and witnesses
Does the Partnership Dissolution Deed need registration in Punjab and Chandigarh?

THIS DEED ITSELF is registrable under the Registration Act, 1908 only if it operates to transfer, or to extinguish a partner's separate rights in, immovable property of the firm — for instance where firm property worth more than one hundred rupees is allotted to one partner absolutely on dissolution, which s.17(1)(b) or s.17(1)(c) then reaches.

See the full position on stamp duty, registration and witnesses
What does the Partnership Dissolution Deed cost on Kaagazaat?

Free.

Documents are free. Only kits are paid.

Does the Partnership Dissolution Deed need witnesses?

Not statutorily required for a Deed of this kind, but two witnesses attesting execution are the near-universal drafting convention for an instrument of this kind 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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