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Dissolution of firm project report
Dissolution of firm
project report
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Published by kamdica
Dissolution of firm project report
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m
DI
SSO
LUTI
ON
OF
FIR
M
According to
sec.4 of the
Indian
Partnership Act
1932,“Partnersh
ip is the
relation
between
persons who
have agreed to
share the profits
of a business
carried on by all
of them or any
of them acting
for all.”Persons
who have
entered into
partnership are
called
individually‘par
tners’and
collectively
a‘firm’.Dissolut
ion of a firm
means a firm
ceases to exist.
Therelationship
existing
between the
partners
discontinues.
The whole firm
isdissolved and
the partnership
terminates. Th
e dissolution of
partnership bet
ween all the
partners of the
firm is called
the
‘DISSOLUTION
OF THEFIRM’
[sec.39].Dissolu
tion puts an end
to the right of
the partners to
existas a going
concern and
is followed by
its
liquidation.Diss
olution of a
firm is different
from
dissolution
of partnership.
Dissolution of
partnership
involves a
change in the
relationshipof
partners and a
new firm is
reconstituted.Fo
r eg:- A, B and
C are partners in
the firm and C
retires.The
partnership
between A, B
and C comes
to an end and
partnership bet
ween A and B
comes into
being. Thus
retirement of a
partner does
notdissolve
the firm.
It merely severs
the relation
between retirin
g partner
andcontinuing
partners.
MODES OF
DISSOLUTION
Dissolution of
a firm may be
brought about
either by:-
i.
Voluntary acts
of the partners
i.e. without the
interference of
the
courtOr ii.Ord
er of the cour
t.
DISSOLUTION OF
A FIRMMODES
OF DISSOLUTION
pa
Dissolution
without order
of the Court (Sec.
40 to
43)Dissolution by
order of the Court
(Sec. 44)By
agreement(Sec
40)By
compulsorydissolu
tion(Sec. 41)On
the happening
of Certain
contingencies(Sec
42)By notice(Sec.
43)
On partner being
of UnsoundmindPer
manentincapacityof
a partner Misconduc
tof a
partner affecting bus
inessWillful
or PersistentBreache
sof Agreement
Transfer or sale
of wholeinterestof
a partner Businessof
thefirmCannot beCa
rriedonSave at
alossCourt
beingsatisfied onany
other equitablegroun
d
A. By
voluntary acts
of the
partners or
without
interference
of the court:
1. By agreement
:- [sec.40]A
firm may be
dissolved-
i.with the
consent of all
the partners;
or ii.in
accordance wit
h
the contract be
tween the part
ners. The cont
ractmay be
express or
implied.2.By
compulsory
dissolution or
by operation of
law :-
[sec.41]i.By
the
adjudication of
all the
partners or of
all
partners but on
e asinsolventA
partner on being
adjudicated
insolvent ceases
to be a partner
of the firm.
[sec.34 (1)].
Thus if all the
partners are
adjudicated
insolventthe
firm ceases to
exist.
Similarly, if all
but one partner
is
adjudgedinsolv
ent then too a
firm will cease
to exist, for
there must be at
least
two partners to
constitute the
firm.ii.By the
happening of
an event
which makes
it unlawful for
the business of
the firm to be
carried on i.e.
business of the
firm becoming
unlawful.For
eg: A and B
carry on a
lottery business
which is not
prohibited on
itsformation but
subsequently it
is prohibited.
The firm is
dissolved.Howe
ver, when more
than one
separate
adventure
or undertaking
is carried on by
the firm, the
illegality of one
or more
shallnot by
itself cause the
dissolution of
the firm in
respect of its
lawfuladventure
and
undertaking.3.
On the
happening of
certain continge
ncies :- [sec.42]
Subject to the
contract
between the
partners, a firm
is dissolved
under
thefollowing
circumstances:i.
If the firm is
constituted for
a fixed term,
then by expiry
of that termi.e.
by efflux of
time.ii.If the
firm is
constituted to
carry out one
or more
adventure,
then
bycompletion
thereof.iii.By t
he death of a
partner.
iv.
By the
adjudication of
a partner as an
insolvent. The
partnership
isdissolved on
the date on
which the
adjudication is
made.4. By noti
ce :- [sec.43]In
case of
partnership at
will, the firm
may be
dissolved by
any
partner giving
notice in
writing to all
other partners
of his intention
to dissolvethe
firm. The firm
is dissolved
from date
mentioned in
the notice or if
nodate is
mentioned then
from the date
of communicati
on of the notice.
Thenotice must
be explicit,
precise and
final. It should
be served on all
the partners. A
notice once
given cannot be
withdrawn
unless all the
other partners
consent. A
partnership
which is not at
will cannot be
dissolved by
notice. In case
of deed of
dissolution, date
on which the
deed is executed
isthe date of
dissolution, not
withstanding
that a future
date is
mentioned
asthe date of
dissolution.
B. By the
order of the
court :-
[sec.44]
The court may,
at the suit of a
partner,
dissolve a firm
on the
followinggroun
ds:- 1. Insanity
of partner :-
[sec.44(a)]Insan
ity or lunacy of
a partner does
not, as a rule,
dissolve the
firm.However,
if any other
partner or the
nearest friend
of the
insane partner
files a suit for
dissolution of
partnership,
then dissolution
may be ordered
by the
court.2. Perman
ent incapacity o
f the partner :-
[sec.44(b)]
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