Can a person buy a firm land with partnership deed and without registration?

[anonymous.vansh1996]

If there exist a partnership firm, can I purchase that partnership firm its business and it’s LAND just by generating a partnership deed and retiring all the partners and adding my name to partnership firm and registering it in the registrar of the firm?

By doing this can I avoid stamp duties and registration in sub-registrar.
By doing a simple partnership deed can I transfer the title of the land in my name or Is it compulsory to do registration in sub-registrar and pay stamp duty?

[Dr. Ashok Dhamija]

There appears to be a self-contradiction in the facts mentioned by you.

You want to retire all the existing partners of a firm and want to include only your own name to the partnership firm. If this be the case, you’ll be the only single person as a partner. But, a partnership firm requires at least two persons to constitute a partnership firm.

Therefore, after you take the action of retiring all existing partners and adding your own name only to the firm, it will not remain a partnership firm. It will become a proprietary concern. Its legal character changes. In such situation, you may have to get the transfer of property registered along with payment of stamp duty, etc.

But, suppose, the partnership firm continues to exist and two or more new partners replace the existing partners; and the name and legal status of that partnership firm continues to be valid, then, in that situation, the implications may be different. In such situation, if some property was registered in the name of the partnership firm (and NOT in the name of individual partners, whether jointly or singly or along with the name of the firm) and if that partnership firm gets new partners but yet it continues to be a partnership firm with the same name of the firm, then, in my considered opinion, there may not be a need to transfer the property and there may not be a need to pay stamp duty for transfer of property. This is so because the partnership firm continues to exist in the same name and the property also still continues to be in the name of the same partnership firm; it is just that the firm has got some new partners with retirement of existing partners.

This is generally what happens in the case of companies too, as far as I understand. Change of shareholders of a company does not mean that the property existing in the name of that company has to be registered again.

     

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Dr. Ashok Dhamija is a New Delhi based Supreme Court Advocate and author of law books. Read more about him by clicking here. List of his Forum Replies. List of his other articles. List of his Quora Answers. List of his YouTube Videos.

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