Partnership Act 1890

• Act Code: PA1890
• Edition: 2020 Rev Ed
• Commencement: 11 Nov 1993
• Version as at: 4 Jul 2026
• Enacted by: Parliament

Section 1 — Definition of partnership

(1) Partnership is the relation which subsists between persons carrying on a business in common with a view of profit.(2) But the relation between members of any company or association which is —(a) registered as a company under the Compani

Section 2 — Rules for determining existence of partnership

In determining whether a partnership does or does not exist, regard shall be had to the following rules:(a) joint tenancy, tenancy in common, joint property, common property, or part ownership does not of itself create a partnership as to a

Section 3 — Postponement of rights of person lending or selling in consideration of share of profits in case of insolvency

In the event of any person to whom money has been advanced by way of loan upon such a contract as is mentioned in section 2 or of any buyer of a goodwill in consideration of a share of the profits of the business, being adjudged a bankrupt,

Section 4 — Meaning of firm

Persons who have entered into partnership with one another are for the purposes of this Act called collectively a firm, and the name under which their business is carried on is called the firm‑name.

Section 5 — Power of partner to bind firm

Every partner is an agent of the firm and his other partners for the purpose of the business of the partnership; and the acts of every partner who does any act for carrying on in the usual way business of the kind carried on by the firm of

Section 6 — Partners bound by acts on behalf of firm

An act or instrument relating to the business of the firm and done or executed in the firm-name, or in any other manner showing an intention to bind the firm, by any person thereto authorised whether a partner or not, is binding on the firm

Section 7 — Partner using credit of firm for private purposes

Where one partner pledges the credit of the firm for a purpose apparently not connected with the firm’s ordinary course of business, the firm is not bound, unless he is in fact specially authorised by the other partners; but this section do

Section 8 — Effect of notice that firm will not be bound by acts of partner

If it has been agreed between the partners that any restriction shall be placed on the power of any one or more of them to bind the firm, no act done in contravention of the agreement is binding on the firm with respect to persons having no

Section 9 — Liability of partners

Every partner in a firm is liable jointly with the other partners for all debts and obligations of the firm incurred while he is a partner; and after his death his estate is also severally liable in a due course of administration for such d

Section 10 — Liability of firm for wrongs

Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the firm, or with the authority of his co‑partners, loss or injury is caused to any person not being a partner in the firm, or any penalt

Section 11 — Misapplication of money or property received for or in custody of firm

In the following cases:(a) where one partner acting within the scope of his apparent authority receives the money or property of a third person and misapplies it; and (b) where a firm in the course of its business receives money or property

Section 12 — Liability for wrongs joint and several

Every partner is liable jointly with his co-partners and also severally for everything for which the firm while he is a partner therein becomes liable under section 10 or 11.

Section 13 — Improper employment of trust property for partnership purposes

If a partner, being a trustee, improperly employs trust property in the business or on the account of the partnership, no other partner is liable for the trust property to the persons beneficially interested therein:Provided that — (a) this

Section 14 — Persons liable by “holding out”

Every one who by words spoken or written or by conduct represents himself, or who knowingly suffers himself to be represented, as a partner in a particular firm, is liable as a partner to any one who has on the faith of any such representat

Section 15 — Admissions and representations of partners

An admission or representation made by any partner concerning the partnership affairs, and in the ordinary course of its business, is evidence against the firm.

Section 16 — Notice to acting partner to be notice to firm

Notice to any partner who habitually acts in the partnership business of any matter relating to partnership affairs operates as notice to the firm, except in the case of a fraud on the firm committed by or with the consent of that partner.

Section 17 — Liabilities of incoming and outgoing partners

(1) A person who is admitted as a partner into an existing firm does not thereby become liable to the creditors of the firm for anything done before he became a partner.(2) A partner who retires from a firm does not thereby cease to be liab

Section 18 — Revocation of continuing guaranty by change in firm

A continuing guaranty or cautionary obligation given either to a firm or to a third person in respect of the transactions of a firm is, in the absence of agreement to the contrary, revoked as to future transactions by any change in the cons

Section 19 — Variation by consent of terms of partnership

The mutual rights and duties of partners, whether ascertained by agreement or defined by this Act, may be varied by the consent of all the partners, and such consent may be either express or inferred from a course of dealing.

Section 20 — Partnership property

(1) All property and rights and interests in property originally brought into the partnership stock or acquired, whether by purchase or otherwise, on account of the firm, or for the purposes and in the course of the partnership business, ar

Section 21 — Property bought with partnership money

Unless the contrary intention appears, property bought with money belonging to the firm is deemed to have been bought on account of the firm.

Section 22 — Conversion into personal estate of land held as partnership property

Where land or any interest therein has become partnership property, it shall, unless the contrary intention appears, be treated as between the partners (including the representatives of a deceased partner), and also as between the heirs of

Section 23 — Procedure against partnership property for partner’s separate judgment debt

(1) An enforcement order shall not issue against any partnership property except on a judgment against the firm.[Act 25 of 2021 wef 01/04/2022] (2) The General Division of the High Court or a District Court may, on the application by summon

Section 24 — Rules as to interests and duties of partners subject to special agreement

The interests of partners in the partnership property and their rights and duties in relation to the partnership shall be determined, subject to any agreement express or implied between the partners, by the following rules:(a) all the partn

Section 25 — Expulsion of partner

No majority of the partners can expel any partner unless a power to do so has been conferred by express agreement between the partners.

Section 26 — Retirement from partnership at will

(1) Where no fixed term has been agreed upon for the duration of the partnership, any partner may determine the partnership at any time on giving notice of his intention to do so to all the other partners.(2) Where the partnership has origi

Section 27 — Where partnership for term is continued over, continuance on old terms presumed

(1) Where a partnership entered into for a fixed term is continued after the term has expired, and without any express new agreement, the rights and duties of the partners remain the same as they were at the expiration of the term, so far a

Section 28 — Duty of partners to render accounts, etc.

Partners are bound to render true accounts and full information of all things affecting the partnership to any partner or his legal representatives.

Section 29 — Accountability of partners for private profits

(1) Every partner must account to the firm for any benefit derived by him without the consent of the other partners from any transaction concerning the partnership, or from any use by him of the partnership property, name or business connec

Section 30 — Duty of partner not to compete with firm

If a partner, without the consent of the other partners, carries on any business of the same nature as and competing with that of the firm, he must account for and pay over to the firm all profits made by him in that business.

Section 31 — Rights of assignee of share in partnership

(1) An assignment by any partner of his share in the partnership, either absolute or by way of mortgage or redeemable charge, does not, as against the other partners, entitle the assignee, during the continuance of the partnership, to inter

Section 32 — Dissolution by expiration or notice

(1) Subject to any agreement between the partners, a partnership is dissolved —(a) if entered into for a fixed term, by the expiration of that term; (b) if entered into for a single adventure or undertaking, by the termination of that adven

Section 33 — Dissolution by bankruptcy, death or charge

(1) Subject to any agreement between the partners, every partnership is dissolved as regards all the partners by the death or bankruptcy of any partner.(2) A partnership may, at the option of the other partners, be dissolved if any partner

Section 34 — Dissolution by illegality of partnership

A partnership is in every case dissolved by the happening of any event which makes it unlawful for the business of the firm to be carried on or for the members of the firm to carry it on in partnership.

Section 35 — Dissolution by court

On application by a partner, the court may decree a dissolution of the partnership in any of the following cases:(a) when a partner, other than the partner suing, becomes in any way permanently incapable of performing his part of the partne

Section 36 — Rights of persons dealing with firm against apparent members of firm

(1) Where a person deals with a firm after a change in its constitution, he is entitled to treat all apparent members of the old firm as still being members of the firm until he has notice of the change.(2) An advertisement in the Gazette s

Section 37 — Right of partners to notify dissolution

On the dissolution of a partnership or retirement of a partner, any partner may publicly notify the same, and may require the other partner or partners to concur for that purpose in all necessary or proper acts, if any, which cannot be done

Section 38 — Continuing authority of partners for purposes of winding up

After the dissolution of a partnership, the authority of each partner to bind the firm, and the other rights and obligations of the partners, continue notwithstanding the dissolution so far as may be necessary to wind up the affairs of the

Section 39 — Rights of partners as to application of partnership property

On the dissolution of a partnership, every partner is entitled, as against the other partners in the firm, and all persons claiming through them in respect of their interests as partners, to have the property of the partnership applied in p

Section 40 — Apportionment of premium where partnership prematurely dissolved

Where one partner has paid a premium to another on entering into a partnership for a fixed term, and the partnership is dissolved before the expiration of that term otherwise than by the death of a partner, the court may order the repayment

Section 41 — Rights where partnership dissolved for fraud or misrepresentation

Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled —(a) to a lien on, or right of retenti

Section 42 — Right of outgoing partner in certain cases to share profits made after dissolution

Where any member of a firm has died or otherwise ceased to be a partner, and the surviving or continuing partners carry on the business of the firm with its capital or assets without any final settlement of accounts as between the firm and

Section 43 — Retiring or deceased partner’s share to be debt

Subject to any agreement between the partners, the amount due from surviving or continuing partners to an outgoing partner or the representatives of a deceased partner in respect of the outgoing or deceased partner’s share is a debt accruin

Section 44 — Rule for distribution of assets on final settlement of accounts

In settling accounts between the partners after a dissolution of partnership, the following rules shall, subject to any agreement, be observed:(a) losses, including losses and deficiencies of capital, shall be paid first out of profits, nex

Section 45 — Interpretation

In this Act, unless the context otherwise requires —“business” includes every trade, occupation or profession; “court” includes every court and judge having jurisdiction in the case.

Section 46 — Saving for rules of equity and common law

The rules of equity and of common law applicable to partnership shall continue in force except so far as they are inconsistent with the express provisions of this Act.

Section 47 — Short title

This Act may be cited as the Partnership Act 1890.