Firm — Registration — Reconstitution of firm — No separate registration necessary — S. 60 and S. 63 of Partnership Act.

[Noble Kuries v.
Sebastian Antony & Ors., AIR 2010 Kerala 99.]

Whether a fresh registration
of the partnership firm is required consequent to its reconstitution to maintain
a suit in view of S. 69(2) of the Indian Partnership Act and whether
non-intimation of reconstitution of the partnership firm to the Registrar of
Firms would affect maintainability of the suit.

On account of some of the
partners retiring and another person coming in, the partnership firm was
reconstituted on 1-4-1986. S. 59 of the Act deals with registration of the
partnership. There is no provision in the Act which states that when there is
reconstitution of a firm which is already registered, a further registration is
required after such reconstitution. What is required is only intimation to the
Registrar of Firms about the reconstitution/change as provided u/s.60 to u/s.63
of the Act. A Division Bench of the Gujarat High Court in Bharat Sarvodaya
Mills v. Mohatta Bros., (AIR 1969 Gujarat 178) held that no separate
registration is necessary where there is reconstitution of a continuing firm. In
this case the firm had obtained registration from the Registrar of Firms. Hence
after reconstitution of that firm it was not necessary to have a fresh
registration of the reconstituted firm.

Then the question is what
are the consequences of not intimating the Registrar of Firms about
reconstitution even if it is assumed so, on the maintainability of the suits. S.
60 to S. 63 of the Act require any change in the constitution of a registered
partnership firm to be intimated to the Registrar of Firms. But neither the Act,
nor the Rules provide any time limit for that.

Thus, there could be no time
limit for intimation of the reconstitution or other change in a registered
partnership to the Registrar of Firms, though intimation has to be given within
a reasonable time.

Editor’s Note: The
Partnership Act 1932 as applicable in Maharashtra provides for time limit for
intimating changes in the constitution and other particulars of a registered
partnership firm to the Registrar of Firms.