07 July 2016
Respected Sir/Mam, My query is in respect to Registration of property if a firm transfer it to its Partners. Since property is required to be registered if transferred but in case of firm as not having a separate legal entity,transfer the property to its partners whether the property so transferred is required to be registered. Thank You
07 July 2016
sir but In partnership firm partners are already joint owner of the property, would u pls refer any case law or any judgment or a clarification note
20 July 2025
This is a nuanced query โ whether property transferred by a partnership firm to its partners requires registration, especially when the firm is not a separate legal entity in the eyes of law.
Letโs break it down with legal clarity, case law, and the practical implications.
๐น Legal Position of Partnership Firm vs. Partners
A partnership firm is not a separate legal entity distinct from its partners (as per Indian Partnership Act, 1932). Legally, partners collectively own the property of the firm in a โjoint and common interestโ (Section 14 & 15 of the Partnership Act). However โ this does not mean individual partners own specific assets unless such distribution is explicitly made via dissolution or reconstitution.
๐น Transfer of Immovable Property from Firm to Partner โ Is Registration Required?
โ Yes, registration is required under the Registration Act, 1908. Why?
Even though partners own the firm collectively, the transfer of immovable property (โฅ โน100) requires registration under Section 17(1)(b) of the Registration Act, 1908. When the firm transfers property to one or more partners individually, it amounts to a transfer of title, triggering the requirement of registration and stamp duty. ๐น Supporting Case Law
โ Addanki Narayanappa & Ors vs. Bhaskara Krishnappa & Ors (1966 AIR 1300) Held that: Partnership property is jointly owned, but no partner can claim exclusive ownership of any particular asset during the subsistence of the firm. โ Sunil Siddharthbhai vs CIT (1985 AIR 293) Supreme Court recognized transfer of capital assets by partner to firm (or vice versa) as transfer under tax law. โ CIT v. Hind Construction Ltd. (1972) While partnership firm is not a separate legal person, property transferred to partner is treated as a transfer of capital asset โ requiring formal transfer & documentation. ๐น Exception โ Transfer Upon Dissolution
If the firm is dissolved and assets are distributed among partners, no sale/transfer technically occurs between distinct legal persons. However:
If dissolution deed clearly mentions allocation of immovable property, it must still be registered to pass title (Sec 17(1)(c), Registration Act). Stamp duty will apply, generally on market value.