Partnership Deed for Professional Services
THIS DEED OF PARTNERSHIP made on ________ day of _____, 20.
BETWEEN:
- Mr./Ms. ____________, [Qualification], Registration No. _______, residing at _________ (First Partner)
AND
- Mr./Ms. ____________, [Qualification], Registration No. _______, residing at _________ (Second Partner)
WHEREAS the partners are qualified professionals registered with _____________ and desire to practice in partnership.
Terms and Conditions
- Firm Name and Practice
- Firm Name: _______________ & Associates/Partners
- Practice areas: _______________ services
- Registration: To be registered with _______________ [Professional body]
- Commencement and Duration
Partnership commences from ________ and continues until terminated as per this deed.
- Capital Contribution
- First Partner: Rs. _______
- Second Partner: Rs. _______
Capital includes: office setup, library, equipment, technology, and working capital.
- Profit Sharing
Profits distributed in ratio:
- First Partner: ____%
- Second Partner: ____%
Distribution after: staff salaries, office expenses, professional indemnity insurance, and professional development costs.
- Client Relationship Management
- Existing clients: Each partner retains relationships with pre-partnership clients
- New clients: Jointly acquired clients belong to the firm
- Client files: Remain with the firm even after the partner’s exit
- Client transitions: Handled professionally upon partner departure
- Professional Fees
- Fee structure decided by mutual consent
- Billing in firm name
- Collection responsibility: Partner handling the matter
- Contingency fees: Only if permitted by professional rules
- Work Distribution
- Work allocated based on expertise and availability
- Each partner handles their matters independently
- Complex matters: Collaborative approach
- Professional standards are maintained at all times
- Office Management
- Office timings: ________ to ________
- Support staff: Hired by mutual consent
- Office premises: Adequate for professional practice
- Equipment and library: Jointly maintained
- Professional Development
- Each partner may attend _____ professional programs annually
- Costs borne by firm up to Rs. _______ per partner
- Mandatory CPE/CPD requirements to be fulfilled
- Knowledge shared with other partners
- Professional Indemnity Insurance
- The firm shall maintain adequate professional indemnity insurance
- Minimum coverage: Rs. _______
- Premium borne by the firm
- Coverage for all partners and staff
- Quality Control
- Work is reviewed for quality before client delivery
- Professional standards of ________ [regulatory body] strictly followed
- Client feedback mechanism maintained
- Regular internal audits are conducted
- Confidentiality and Ethics
- Strict client confidentiality maintained
- Professional ethics code followed
- Conflict of interest checks before accepting assignments
- Independence requirements were strictly adhered to
- Authority and Representation
- Each partner may accept assignments up to Rs. _______
- Assignments above require joint consent
- Representation in regulatory matters requires mutual consultation
- No partner binds the firm beyond their authority
- Retirement
- Retiring partner gives _____ months’ notice
- Client transitions handled professionally
- Settlement includes: capital, profit share, goodwill (if applicable)
- Non-solicitation of firm clients for _____ years
- Goodwill Valuation
Upon retirement/exit:
- Goodwill valued by an independent Chartered Accountant
- Based on: average profits of last 3 years × _____ times
- Payment in _____ installments over _____ months
- Outgoing partner signs non-compete agreement
- Addition of Partners
- New partners may be admitted with unanimous consent
- Must possess requisite qualifications
- Terms of admission are documented in the supplementary deed
- Existing partners’ profit share adjusted proportionately
- Dissolution
Partnership may dissolve upon:
- Mutual agreement
- Death/permanent incapacity of partner
- Cancellation of professional registration
- Material breach of this deed or professional misconduct
- Post-Dissolution
Upon dissolution:
- Client matters completed or transferred ethically
- Assets sold and proceeds distributed
- Liabilities settled from firm assets
- Professional records archived as per regulatory requirements
- Website and firm name discontinued
- Restrictive Covenants
Outgoing partner shall not:
- Practice within _____ km radius for _____ years
- Solicit firm clients for _____ years
- Employ firm staff for _____ year
- Use the firm’s proprietary methodologies or client lists
- Insurance and Liability
- Partners are jointly and severally liable for professional negligence
- Insurance claims handled transparently
- Internal recourse if one partner’s negligence causes loss
- Technology and Data
- Case management software is jointly owned
- Data backup protocols are maintained
- Cybersecurity measures implemented
- Client data protected as per applicable laws
- Annual Review
- Performance reviewed annually
- Profit-sharing ratio may be revised by mutual consent
- Business strategy discussed and updated
- Practice areas expanded/modified as needed
- Dispute Resolution
Disputes resolved through:
- Direct discussion first
- Mediation by a senior professional mutually appointed
- Arbitration is unresolved within 60 days
- Professional body’s dispute resolution mechanism (if available)
- Compliance
- All regulatory filings were made promptly
- Professional body’s rules and circulars followed
- Tax compliance maintained
- Annual partnership return filed
- Notices
Official communication to registered addresses via email/post.
- Governing Law
Indian Partnership Act, 1932, and rules of ________ [professional regulatory body].
IN WITNESS WHEREOF, the partners have executed this deed.
FIRST PARTNER Signature: ______________ Name: __________________ [Professional Qualification & Reg. No.] Date: ___________________
SECOND PARTNER Signature: ______________ Name: __________________ [Professional Qualification & Reg. No.] Date: ___________________
WITNESSES:
1.
2.