1. Partnership — Meaning, Features and Definition
According to Section 4 of the Indian Partnership Act, 1932:
"Partnership is the relation between persons who have agreed to share the profits of a business carried on by all or any of them acting for all."
Essential Features of Partnership
| # | Feature | Explanation |
|---|---|---|
| 1 | Two or more persons | Minimum 2 partners required. Maximum: 50 (as per Companies Act 2013; earlier 10 for banking, 20 for others) |
| 2 | Agreement | Must be a voluntary agreement — oral or written. No agreement = no partnership |
| 3 | Lawful business | The business must be legal; partnership for illegal activities is void |
| 4 | Sharing of profits | Profits must be shared; losses are also shared in the agreed ratio |
| 5 | Mutual agency | Every partner is both an agent (can bind the firm) and a principal (bound by others' acts). This is the most important feature |
| 6 | Unlimited liability | Partners have unlimited personal liability for the firm's debts (except in LLP) |
| 7 | No separate legal entity | The firm has no existence separate from its partners (unlike a company) |
2. Partnership Deed
A Partnership Deed (also called the Partnership Agreement) is the written document that contains the terms and conditions agreed upon by all partners. It is also known as the Articles of Partnership.
Contents of a Partnership Deed
- Name and address of the firm and all partners
- Nature and place of business
- Date of commencement
- Capital contributed by each partner
- Profit-sharing ratio (PSR)
- Interest on capital and drawings (rate and method)
- Salary/commission payable to partners (if any)
- Loans by partners — interest rate
- Method of valuation of goodwill
- Procedure for admission, retirement, and dissolution
- Procedure for settlement of disputes (arbitration clause)
Importance of Partnership Deed
- Avoids disputes among partners by clearly defining rights and duties.
- Serves as legal evidence in case of conflict.
- If no deed exists, the provisions of the Indian Partnership Act 1932 apply.
3. Provisions of the Indian Partnership Act 1932 (in the Absence of a Deed)
When there is no Partnership Deed (or the deed is silent on a particular matter), the following default provisions of the Partnership Act 1932 apply:
| Matter | Provision of the Act |
|---|---|
| Profit-sharing ratio | Equal among all partners |
| Interest on capital | No interest is payable on capital |
| Interest on drawings | No interest is charged on drawings |
| Salary/commission to partners | No salary or commission is payable to any partner |
| Interest on loans by partners | 6% per annum (this is the only item with a specific rate) |
| Management rights | Every partner has an equal right to participate in management |
| Admission of a new partner | Requires consent of all existing partners |
Critical memory point: Interest on loan = 6% p.a. is the only fixed rate in the Act. Everything else defaults to zero or equal sharing.
4. Capital Accounts — Fixed vs Fluctuating
Partners' capital accounts record their investment in the firm and all related transactions. There are two methods:
| Feature | Fixed Capital Method | Fluctuating Capital Method |
|---|---|---|
| Number of accounts | Two per partner — Capital A/c + Current A/c | One per partner — Capital A/c only |
| Capital account entries | Only original capital; additional capital; permanent withdrawal | All transactions — capital, drawings, interest, salary, profit/loss |
| Current account entries | Interest on capital, drawings; salary; commission; share of profit/loss | Not maintained |
| Capital balance | Remains constant (unless additional capital invested or permanent withdrawal) | Changes every year |
| Current account balance | Can be debit (deficit) or credit (surplus) | N/A |
| Preferred when | Partners contribute unequal capital; clarity preferred | Simpler; fewer accounts to maintain |
Format — Fixed Capital Method
Capital Account (Cr. balance always): Debit side: permanent withdrawal. Credit side: opening balance + additional capital.
Current Account (can be Dr. or Cr.):
| Dr. side (deductions) | Cr. side (additions) |
|---|---|
| Opening debit balance (if any) | Opening credit balance (if any) |
| Drawings | Interest on capital |
| Interest on drawings | Salary / commission |
| Share of loss (if any) | Share of profit |
| Closing credit balance c/d | Closing debit balance c/d |
5. Profit and Loss Appropriation Account
The P&L Appropriation Account is prepared to show how the net profit (transferred from P&L Account) is distributed among the partners after making all required adjustments.
Format of P&L Appropriation Account
| Dr. (Deductions from Profit) | Cr. (Sources of Profit) |
|---|---|
| Interest on Capital (all partners) | Net Profit b/d (from P&L A/c) |
| Partner's Salary (if any) | Interest on Drawings (all partners) |
| Partner's Commission (if any) | |
| Transfer to Reserves (if any) | |
| Profit distributed in PSR (to each partner's Capital/Current A/c) |
Key Distinctions
| Item | Where recorded | Effect on profit |
|---|---|---|
| Interest on Capital | P&L Appropriation A/c (Debit) | Reduces distributable profit |
| Interest on Drawings | P&L Appropriation A/c (Credit) | Increases distributable profit |
| Partner's Salary/Commission | P&L Appropriation A/c (Debit) | Reduces distributable profit |
| Interest on Loan from partner | P&L A/c (NOT Appropriation) — it is a charge | Reduces net profit before appropriation |
6. Interest on Capital and Interest on Drawings
Interest on Capital
Calculated on the opening capital balance (or on the capital contributed from the date it was introduced if mid-year):
Interest on Capital
- Only payable if provided in the Partnership Deed.
- If profit is insufficient even after paying interest on capital: interest is restricted to available profit in the PSR (if deed says "payable only out of profits").
- If deed says "interest is a charge" — interest must be paid even if there is a loss.
Interest on Drawings
Charged on drawings made during the year:
| Situation | Formula |
|---|---|
| Lump sum drawing at start of year | Drawing |
| Lump sum drawing at end of year | Drawing |
| Lump sum drawing in mid-year (no date) | Drawing |
| Equal monthly drawings | Monthly Drawing |
| Equal monthly drawings at end | Monthly Drawing |
Product method: When drawings are at different dates — calculate product (Amount × months remaining) for each drawing, sum all products, then apply: Interest
7. Guarantee of Profit to a Partner
Sometimes a partner is guaranteed a minimum profit share. If the guaranteed partner's actual share falls short of the guaranteed amount, the deficiency is borne by the guaranteeing partner(s) in their agreed ratio.
Steps
- Calculate each partner's share in the normal PSR.
- Check if the guaranteed partner's share < guaranteed amount.
- If yes: deficiency = Guaranteed amount − Actual share.
- The guaranteeing partner(s) bear this deficiency — deducted from their share.
- The guaranteed partner receives the guaranteed amount.
Worked Example
A, B, C share profits in 3:2:1. A guarantees B a minimum of ₹20,000. Net profit = ₹90,000.
B's normal share =
Since ₹30,000 > ₹20,000, guarantee is not invoked. B gets ₹30,000.
If profit = ₹48,000:
B's share =
A bears ₹4,000. A's share =
B gets ₹20,000. C gets

