02 June 2025
GOOD MORNING NEED A DRAFT DISSOLUTION DEED WHERE OUT OF TWO PARTNERS ONE EXPIRED KEEPING IN VIEW THE PROVISIONS OF SECTION 42 OF THE ACT. awaiting an early reply
03 June 2025
DISSOLUTION DEED (Upon Death of a Partner under Indian Partnership Act, 1932)
THIS DEED OF DISSOLUTION is made on this ___ day of _________, 20, at ___________, India.
BETWEEN
Mr./Ms. [Name of Surviving Partner], aged ___ years, son/daughter of _____________, residing at ____________________________, hereinafter referred to as the “Surviving Partner” (which term shall include his/her heirs, legal representatives, administrators and assigns);
AND
Mr./Ms. [Name of Legal Heir 1], aged ___ years, son/daughter/spouse of Late [Name of Deceased Partner], residing at ____________________________, Mr./Ms. [Name of Legal Heir 2], aged ___ years, [relation], residing at __________________________, (Collectively referred to as the “Legal Heirs” of Late [Name of Deceased Partner], who expired on //20, as per the attached Death Certificate.)
WHEREAS: The Surviving Partner and Late [Name of Deceased Partner] were partners carrying on business under the name and style of [Firm Name], having its office at __________________________, under a duly executed Partnership Deed dated //20.
The partnership firm was constituted between only the two aforementioned partners.
On the death of one of the partners, namely [Name of Deceased Partner], on //20__, the partnership stood dissolved automatically with effect from that date, under Section 42(c) of the Indian Partnership Act, 1932.
The parties now desire to record the said dissolution and settle the accounts, assets, and liabilities of the firm in writing.
NOW THIS DEED WITNESSETH AS FOLLOWS: DISSOLUTION The firm [Firm Name] is hereby deemed to be dissolved with effect from //20__ (date of death of the deceased partner), and the partnership business shall be treated as closed from that date.
SETTLEMENT OF ACCOUNTS The parties confirm that the books of account of the firm have been examined, and the accounts have been settled. The share of the deceased partner in the assets and liabilities of the firm has been ascertained.
PAYMENT TO LEGAL HEIRS The Surviving Partner has paid/is paying to the Legal Heirs of the deceased partner the sum of Rs. __________/- (Rupees __________________ only) as full and final settlement of the deceased partner’s share in the capital, profits, goodwill, and assets of the firm.
RELEASE The Legal Heirs hereby acknowledge the receipt of the above-mentioned amount and declare that they have no further claim against the Surviving Partner or the firm. They fully and finally release and discharge the Surviving Partner from all claims, actions, and demands in respect of the said partnership.
OUTSTANDING LIABILITIES The Surviving Partner agrees to discharge all existing liabilities (if any) of the firm and indemnifies the Legal Heirs from any such future obligations, dues, or demands.
INDEMNITY The Surviving Partner undertakes to indemnify and keep the Legal Heirs indemnified against any loss, damage, liability, or claim arising out of any act or omission of the firm after the date of dissolution.
NO OBJECTION The Legal Heirs have no objection if the Surviving Partner decides to continue the same business in his/her individual capacity or forms a new partnership/firm under the same or different name.
IN WITNESS WHEREOF, the parties hereto have executed this Deed on the day, month, and year first above written. Signed and Delivered by: