Hello Experts,
I’m looking to restructure a partnership firm with two partners, where one of the existing partners will continue in name only, without any role in operations or decision-making. The idea is to convert the second partner into a nominal partner, with zero or minimal profit sharing (e.g., 1%), primarily to retain continuity without dissolving the firm.
I have a few queries regarding this:
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Is there any formal procedure or provision under the Indian Partnership Act to designate someone as a "nominal partner"?
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Can we revise the profit-sharing ratio to 100:0 or 99:1 (if zero is not legally allowed) through a supplementary deed, and explicitly relieve the partner from all responsibilities and liabilities?
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Will such a deed be accepted by statutory authorities (e.g. Registrar of Firms, Income Tax Department)? Is notarization mandatory?
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Are there any legal or tax implications of continuing with a nominal partner who has no actual profit, role, or liability?
Any guidance, formats, or practical insights from those who’ve handled similar cases would be greatly appreciated.
Thanks in advance!