Sample Partnership Agreement Between Advocates
THIS DEED OF PARTNERSHIP is made at __________________ on this ______ day of __________________, 20____.
Between
Mr./Ms. __________________, Advocate, son/daughter of __________________, residing at __________________, hereinafter called the FIRST PARTNER;
Mr./Ms. __________________, Advocate, son/daughter of __________________, residing at __________________, hereinafter called the SECOND PARTNER;
Mr./Ms. __________________, Advocate, son/daughter of __________________, residing at __________________, hereinafter called the THIRD PARTNER;
Mr./Ms. __________________, Advocate, son/daughter of __________________, residing at __________________, hereinafter called the FOURTH PARTNER; and
Mr./Ms. __________________, Advocate, son/daughter of __________________, residing at __________________, hereinafter called the FIFTH PARTNER.
The above persons are collectively referred to as the "Partners". The expressions relating to any Partner shall, where legally permissible and consistent with professional-conduct rules, include that Partner's legal representatives.
WHEREAS the Partners are advocates entitled to practise law and have agreed to carry on the legal profession in partnership upon the following terms and conditions:
1. Name and commencement. The Partners shall carry on the profession of advocates in partnership at __________________ under the name and style of M/s. __________________ with effect from __________________. Use of the firm name shall remain subject to all applicable professional-conduct and regulatory requirements.
2. Duration. The partnership shall commence on the above date and shall continue for __________________ years / at will, unless determined in accordance with this deed and applicable law.
3. Capital. The capital required for the partnership shall initially be ₹__________________. It shall be contributed by the Partners in the following proportions: __________________. Any additional capital shall be contributed in such proportions and at such times as the Partners unanimously agree in writing.
4. Bank account. The firm shall maintain one or more bank accounts with __________________ Bank, __________________ Branch, or with such other scheduled bank as the Partners may approve. The mode of operation shall be determined by written resolution of the Partners.
5. Firm money and client money. All money and negotiable instruments received for the firm shall be promptly deposited into the appropriate firm account. Money received for or on behalf of a client or third party shall be separately identified and handled in accordance with applicable professional rules, fiduciary duties, accounting requirements and law. No Partner shall use client money for the firm's or a Partner's own purposes.
6. Books and records. Proper books of account, engagement records, case files, billing records and other necessary records shall be maintained at the principal office or in a secure electronic system. Each Partner shall have reasonable access to the firm's records, subject to client confidentiality, privilege, data-security obligations and law.
7. Professional work and billing. Each Partner shall accurately record professional work undertaken on behalf of the firm and shall ensure that invoices, receipts and accounting entries relating to that work are properly prepared. Fees shall be charged and collected only in a manner permitted by professional-conduct rules and applicable law.
8. Devotion to practice and professional independence. Each Partner shall devote reasonable professional time and attention to the firm. No Partner shall undertake an incompatible business, employment, office or professional arrangement contrary to the Advocates Act, the Bar Council of India Rules or other applicable professional rules. Nothing in this deed shall interfere with an advocate's independent professional judgment or duties to the court and client.
9. Leave and absence. Each Partner shall be entitled to reasonable leave as mutually agreed. Any adjustment to drawings or profit allocation on account of prolonged absence shall be made only under a written policy agreed by all Partners and consistently with this deed.
10. Drawings. Each Partner may draw up to ₹__________________ per month against the Partner's expected share of profits, subject to available cash flow. Any excess drawing determined on finalisation of annual accounts shall be repaid or adjusted within __________________ days.
11. Authority and credit of the firm. No Partner shall pledge the credit of the firm, borrow in its name, create a material financial obligation, give a guarantee or enter into an unusual transaction except in the ordinary course of the firm's practice or with prior written consent of the other Partners.
12. Work for Partners and connected persons. Professional services for a Partner, a Partner's relative or a connected entity shall be handled on terms approved by the Partners, with proper conflict checks, disclosure where necessary, and compliance with professional ethics. Any recoverable costs or fees belonging to the firm shall be credited to the firm's account.
13. Matters requiring consent. Except as expressly authorised by this deed or a written resolution, no Partner shall without prior consent of the other Partners:
- engage in any business, employment or arrangement incompatible with legal practice or professional-conduct rules;
- appoint or dismiss material staff, associates or consultants outside an approved staffing policy;
- use firm or client money except for its authorised purpose;
- admit a new partner, open or close a branch office, materially change the firm's name, or dispose of substantial firm assets; or
- undertake any act likely to create a material conflict of interest or regulatory breach for the firm.
14. Juniors, associates and trainees. The firm may engage advocates, junior advocates, interns, clerks and other personnel in accordance with applicable law and professional rules. No employment, training or association arrangement shall confer partnership rights unless the person is legally eligible and is formally admitted as a Partner under this deed.
15. Annual accounts and audit. Accounts shall ordinarily be closed on 31 March each year, unless another date is lawfully adopted. The annual financial statements shall be prepared by the firm's accountant and, where required by law or agreed by the Partners, audited by M/s. __________________, Chartered Accountants. Review of any client-money records shall be subject to applicable confidentiality and professional obligations.
16. Profits and losses. Net profits and losses shall be divided among the Partners in the following ratio: __________________. Amounts already drawn shall be adjusted against the respective Partner's share. A Partner who has drawn more than the amount finally due shall repay or adjust the excess within __________________ days of approval of the annual accounts.
17. Admission of a new Partner. No person shall become a Partner merely by nomination, inheritance, employment or association with an existing Partner. A new Partner may be admitted only by written consent of all existing Partners (or such majority as may be expressly specified here: __________________), and only if the person is legally entitled to practise as an advocate and the admission complies with the Advocates Act, the Bar Council of India Rules and other applicable professional requirements. The incoming Partner shall execute a deed of adherence or supplemental partnership deed.
18. Death of a Partner. Death of a Partner shall not automatically confer partnership status on any heir, nominee or legal representative. Subject to law and the agreement of the surviving Partners, the firm may continue. The deceased Partner's capital account, undistributed profit share and other amounts lawfully due shall be determined from accounts drawn up to the date of death and paid to the estate/legal representatives within __________________ months, after adjustment of liabilities. Any treatment of goodwill shall be determined according to this deed and applicable law.
19. Indemnity and transfer on death or cessation. Upon settlement of the outgoing or deceased Partner's account, the continuing Partners shall, to the extent lawfully applicable, indemnify the outgoing Partner or estate against liabilities assumed by the continuing firm after the effective date of cessation. Necessary documents for transfer or release of the outgoing Partner's interest in firm assets shall be executed, subject always to client ownership of files, documents and money.
20. Retirement, incapacity, insolvency or material breach. A Partner may retire by giving __________________ days/months' written notice, unless otherwise agreed. The consequences of retirement, incapacity, insolvency, suspension/removal from the roll of advocates, or material breach shall be determined in accordance with this deed and applicable law. Any post-retirement restriction shall operate only to the extent it is lawful, reasonable and compatible with professional ethics, client choice and the Partner's right to practise.
21. Notices. A notice under this deed shall be in writing and may be delivered personally, by registered/speed post, recognised courier or by an agreed electronic means capable of producing a delivery record, at the last notified address or electronic address of the Partner.
22. Dissolution and winding up. If the partnership is dissolved by notice, agreement or any event recognised by law, the affairs of the firm shall be wound up and its assets and liabilities dealt with in accordance with this deed and the Indian Partnership Act, 1932. Client matters, files, money and confidential information shall be handled so that clients' interests and professional obligations are protected.
23. Dispute resolution. The Partners shall first attempt in good faith to resolve disputes through consultation. They may, by written agreement, attempt mediation. Any dispute arising out of or relating to this deed that is legally capable of arbitration shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996. The tribunal shall consist of a sole arbitrator appointed by mutual agreement; failing agreement, appointment shall be made in accordance with the Act. The seat and venue of arbitration shall be __________________, India. The proceedings shall be conducted in __________________. Nothing in this clause prevents a party from seeking urgent interim or protective relief from a competent court.
24. Confidentiality, privilege and conflicts. Every Partner shall preserve client confidentiality and legal professional privilege, implement conflict-check procedures, protect personal and confidential data, and return or transfer client files and property only as authorised by the client and law. The obligations in this clause survive retirement, cessation and dissolution.
25. Governing law and professional rules. This deed shall be governed by the laws of India. If any term conflicts with a mandatory provision of the Advocates Act, 1961, the Bar Council of India Rules, applicable State Bar Council rules, rules of a competent court, or any other binding professional obligation, the mandatory professional rule shall prevail and the remaining provisions shall continue to operate to the extent lawful.
IN WITNESS WHEREOF, the Partners have signed this deed on the day, month and year first written above.
Name: __________________
Name: __________________
Name: __________________
Name: __________________
Name: __________________
Name & address: __________________
Name & address: __________________