On the dissolution of a firm, what are the rights and obligations of partners under the Indian Partnership Act, 1932 with respect to: (i) The right…

CA Foundation · Business Laws · MTP · September 2025
On the dissolution of a firm, what are the rights and obligations of partners under the Indian Partnership Act, 1932 with respect to: (i) The right to have the business wound up and surplus distributed, (ii) The continuing authority of partners for the purpose of winding up and completing unfinished transactions, and (iii) The application of firm debts and separate debts of partners.

Suggested Answer and Working Notes:

(i) Right of partners to have business wound up after dissolution (Section 46 of the Indian Partnership Act, 1932): On the dissolution of a firm every partner or his representative is entitled, as against all the other partners or their representative, to have the property of the firm applied in payment of the debts and liabilities of the firm, and to have the surplus distributed among the partners or their representatives according to their rights. (ii) Continuing authority of partners for purposes of winding up (Section 47): After the dissolution of a firm the authority of each partner to bind the firm, and the other mutual rights and obligations of the partners, continue notwithstanding the dissolution, so far as may be necessary to wind up the affairs of the firm and to complete transactions begun but unfinished at the time of the dissolution, but not otherwise: Provided that the firm is in no case bound by the acts of a partner who has been adjudicated insolvent; but this proviso does not affect the liability of any person who has after the adjudication represented himself or knowingly permitted himself to be represented as a partner of the insolvent. (iii) Payment of firm debts and of separate debts (Section 49): Where there are joint debts due from the firm and also separate debts due from any partner: (i) the property of the firm shall be applied in the first instance in payment of the debts of the firm, and if there is any surplus, then the share of each partner shall be applied to the payment of his separate debts or paid to him; (ii) the separate property of any partner shall be applied first in the payment of his separate debts and surplus, if any, in the payment of debts of the firm.

Topics: The Indian Partnership Act, 1932

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